Related Parties | Note 3 – Related Parties SBS Management LLC During the year ended March 31, 2024 and 2023, SBS Management LLC, a company controlled by Mr. Scott Stevens who is a shareholder of the Company, received management consulting fees and made advancement of funds to the Company to pay certain expenses. These expenses consisted of $150,000 and $150,000, respectively, of management fees; $6,000 and $6,000, respectively, for IT expenses; $60,000 and $60,000, respectively, for reimbursement of rent; and $75,055 and $48,559, respectively, of advances to the Company to cover certain operating expenses. As of March 31, 2024 and 2023, $844,001 and $552,943 were included in Accounts payable – related parties on the accompanying balance sheet. These advances are unsecured, non-interest bearing, and with no formal terms of repayment. Gray’s Peak Capital During the year ended March 31, 2024 and 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, 2024 and 2023, the amounts due Gray’s Peak for these advances were $260,620 and $240,750, respectively, and was included in accounts payable – related parties on the accompanying balance sheet. Gray’s Peak Capital – Note Payable On January 15, 2023 and June 15, 2023, the Company entered into two separate Mezzanine Secured Note (“Notes”) in the principal amount up to $200,000 and $500,000, respectively, with Gray’s Peak Private Credit LLC. 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 th The Notes are 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, 2024 and March 31, 2023, the principal balance outstanding was $143,000 and $50,000, respectively, of which the $50,000 outstanding balance as of March 31, 2023 was repaid in September 2023. The notes were included in notes payable – related party on the accompanying condensed balance sheet of which $19,453 and $1,643 of interest was accrued and included in accrued expenses as of March 31, 2024 and March 31, 2023, respectively. Management During the year ended March 31, 2023 and 2022, the Company incurred consulting fees from a consulting agreement with the Company’s then President and Board member of $64,997 and $209,953, respectively. As of March 31, 2024 and 2023, $433,497 and $323,347, respectively, was included in accounts payable – related parties on the accompanying balance sheet. Prior to March 31, 2023, the Company incurred consulting fees from a consulting agreement with the Company’s then CEO of which $262,500 was included in accounts payable – related parties on the accompanying balance sheet as of March 31, 2023. During the fiscal year ended March 31, 2024, management determined that this amount was not owed and therefore reflected the related consulting fees, as additional paid-in capital on the accompanying balance sheet. |