Gaxos.ai (GXAI) 10-K 31 Mar 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 29, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	NFT Gaming Co Inc.
Trading Symbol	NFTG
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		12,104,601
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001895618
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-41620
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-3288897
Entity Address, Address Line One	101 Eisenhower Pkwy Suite 300
Entity Address, City or Town	Roseland
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07068
City Area Code	(973)
Local Phone Number	275-7428
Title of 12(b) Security	Common Stock, par value $0.0001
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Name	D. Brooks and Associates CPAs, P.A
Auditor Firm ID	4048
Auditor Location	Palm Beach Gardens, FL

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash	$ 679,781	$ 2,078,141
Prepaid expenses and other current assets	400
Deferred offering costs	202,599
Total Current Assets	882,780	2,078,141
Intangible asset, net	58,647
TOTAL ASSETS	941,427	2,078,141
CURRENT LIABILITIES:
Accounts payable	245,011	6,250
Accrued expenses	10,683	2,486
Total Current Liabilities	255,694	8,736
Total Liabilities	255,694	8,736
Commitments (See Note 5)
STOCKHOLDERS’ EQUITY:
Preferred stock; par value $0.0001; 5,000,000 shares authorized; No shares issued and outstanding on December 31, 2022 and 2021
Common stock; par value $0.0001: 50,000,000 shares authorized; 10,417,846 share issued and outstanding on December 31, 2022 and 2021	1,042	1,042
Additional paid-in capital	2,118,118	2,118,118
Subscriptions receivable		(37,500)
Accumulated deficit	(1,433,427)	(12,255)
Total Stockholders’ Equity	685,733	2,069,405
Total Liabilities and Stockholders’ Equity	$ 941,427	$ 2,078,141

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock; par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, share issued	10,417,846	10,417,846
Common stock, shares outstanding	10,417,846	10,417,846

Statements of Operations

Statements of Operations - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
REVENUES
OPERATING EXPENSES:
Research and development	6,810	824,523
General and administrative	5,445	599,573
Total Operating Expenses	12,255	1,424,096
LOSS FROM OPERATIONS	(12,255)	(1,424,096)
OTHER INCOME:
Interest income		2,924
NET LOSS	$ (12,255)	$ (1,421,172)
NET LOSS PER COMMON SHARE:
Basic and diluted (in Dollars per share)	$ 0	$ (0.14)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING:
Basic and diluted (in Shares)	9,011,449	10,417,846

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	2 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
Diluted	$ 0	$ (0.14)
Diluted (in Shares)	9,011,449	10,417,846

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Subscription Receivable	Accumulated Deficit	Total
Balance at Oct. 26, 2021
Balance (in Shares) at Oct. 26, 2021
Common shares issued to founders for cash		$ 722	238			960
Common shares issued to founders for cash (in Shares)		7,218,048
Common shares issued for cash		$ 320	2,117,880	(37,500)		2,080,700
Common shares issued for cash (in Shares)		3,199,798
Net loss					(12,255)	(12,255)
Balance at Dec. 31, 2021		$ 1,042	2,118,118	(37,500)	(12,255)	2,069,405
Balance (in Shares) at Dec. 31, 2021		10,417,846
Proceeds from subscriptions receivable				37,500		37,500
Net loss					(1,421,172)	(1,421,172)
Balance at Dec. 31, 2022		$ 1,042	$ 2,118,118		$ (1,433,427)	$ 685,733
Balance (in Shares) at Dec. 31, 2022		10,417,846

Statements of Cash Flows

Statements of Cash Flows - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (12,255)	$ (1,421,172)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense		4,189
Change in operating assets and liabilities:
Prepaid expenses and other current assets		(400)
Accounts payable	6,250	148,761
Accrued expenses	2,486	8,197
NET CASH USED IN OPERATING ACTIVITIES	(3,519)	(1,260,425)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible asset		(62,836)
NET CASH USED IN INVESTING ACTIVITIES		(62,836)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock	2,081,660
Proceeds from subscriptions receivable		37,500
Payment of deferred offering costs		(112,599)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	2,081,660	(75,099)
NET (DECREASE) INCREASE IN CASH	2,078,141	(1,398,360)
CASH, beginning of year		2,078,141
CASH, end of year	2,078,141	679,781
Cash paid for:
Interest
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Deferred offering costs in accounts payable		90,000
Common stock issued for subscription receivable	$ 37,500

Nature of Operations

Nature of Operations	12 Months Ended
	Dec. 31, 2022
Nature of Operations [Abstract]
NATURE OF OPERATIONS	NOTE 1 – NATURE OF OPERATIONS The NFT Gaming Company, Inc. (the “Company”) was incorporated in the state of Wyoming on October 27, 2021 (“Inception”). The Company develops, designs, acquires, and manages games that offer affordable non-fungible tokens (NFTs) for unique and exclusive features, rewards, and opportunities. In addition to developing proprietary games, the Company’s platform will onboard third-party game publishers and provide access to blockchain and NFT architecture, product experiences, exclusive content, and revenue opportunities. On March 29, 2022, the Board of Directors of the Company approved, subject to shareholder approval, a Plan of Conversion, pursuant to which the Company will convert from a corporation incorporated under the laws of the State of Wyoming to a corporation incorporated under the laws of the State of Delaware (the “Reincorporation”), and such approval includes the adoption of the Certificate of Incorporation (the “Delaware Certificate”) and the Bylaws (the “Delaware Bylaws”) for the Company under the laws of the State of Delaware, under the name, “The NFT Gaming Company, Inc.,” to become effective with the effectiveness of the Reincorporation. On March 29, 2022, we received majority shareholder approval. On March 30, 2022, the Company completed the Reincorporation by filing the Delaware Certificate with the State of Delaware. On September 7, 2022, a majority of the Company shareholders granted discretionary authority to the Company’s Board of Directors to amend the Company’s Certificate of Incorporation to effect one or more consolidations of the Company’s issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into on the basis of one share of common stock for each 1.33 shares of the Company’s common stock then issued and outstanding (the “Reverse Stock Split”). On November 4, 2022, the Company filed a Certificate of Amendment to the Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-1.33 Reverse Stock Split with respect to the outstanding shares of the Company’s common stock. The Certificate of Amendment became effective on November 4, 2022. The Reverse Stock Split was deemed effective at the open of business on November 4, 2022. All share and per share data in the accompanying financial statements have been retroactively adjusted to reflect the effect of the reverse stock split. Liquidity The accompanying financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On December 31, 2022, the Company had a cash balance of $679,781 and working capital of $627,086. The Company reported a net decrease in cash for the year ended December 31, 2022 of $1,398,360 primarily as a result of the use of cash used for the payment of deferred offering costs of $112,599, cash used to purchase intangible assets of $62,836, and cash used in operations of $1,260,425, offset by cash proceeds received from subscription receivables of $37,500. During the year ended December 31, 2021, the Company received proceeds from the sale of common stock of $2,081,660. The proceeds were used for working capital purposes and for research and development. On February 17, 2023, the Company completed an initial public offering (“IPO”) and sold 1,686,747 shares of its common stock at a price to the public of $4.15 per share for gross proceeds of $7,000,000. The Company received net proceeds of $5,896,158 which is net of offering expenses of $1,103,842. Until such time that the Company implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead and costs of being a public company. The Company believes that its existing working capital and its future cash flows from operating activities will provide sufficient cash to enable the Company to meet its operating needs and debt requirements for the next twelve months from the issuance date of this report.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include estimates of deferred tax valuation allowances. Fair Value Measurements and Fair Value of Financial Instruments The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820. The carrying amounts reported in the balance sheets for cash, prepaid expenses and other current assets, deferred offering costs, accounts payable, and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company has no cash equivalents as of December 31, 2022 and 2021. The Company’s cash is held at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. To date, the Company has not experienced any losses on its invested cash. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Accounting for Digital Currencies and Other Digital Assets The Company accounts for digital currencies and other digital assets as indefinite-lived intangible assets and accounts for them at historical cost in accordance with ASC 350, Intangibles — Goodwill and Other. Indefinite-lived intangible assets are not subject to amortization but rather evaluated for impairment annually and more frequently, if events or circumstances change that indicate that it is more likely than not that the asset is impaired (i.e., if an impairment indicator exists). As a result, the Company only recognizes decreases in the value of its digital currencies and other digital assets, and any increase in value will be recognized only upon disposition. The Company plans to dispose of cryptocurrency received as a form of payment into fiat currency and anticipates ownership of cryptocurrency to be minimal. The Company held no such indefinite-lived intangible assets as of December 31, 2022 and 2021. Capitalized Software Costs Costs incurred to develop internal-use software including game development, are expensed as incurred during the preliminary project stage. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended. Capitalization ceases at the point the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of the internal-use software development costs and related upgrades and enhancements. When existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use. Through December 31, 2022, no development costs have been capitalized. Intangible Assets Intangible assets, consisting of software and technology licenses, are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life of 5 years, less any impairment charges. Income Taxes Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. Revenue Recognition The Company follows Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. ASC 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company plans to generate revenue from the following sources: ● We plan to generate revenue from the sale of our in-game NFTs to our customers via our platform. Revenue generated from such sales, either directly as a sale of our in-game NFTs or indirectly as commission, will be recognized upon delivery of the in-game NFT to the customer which is when the Company completes its sole performance obligation. We will sell our in-game NFTs for a fixed US dollar price (USD). Through a third-party payment service provider, the customer will have the option to pay for the NFT by using digital currencies, which includes Bitcoin or Ethereum. If payment is made in digital currency, the customer will send the USD equivalent amount of the digital currency to our custodial wallet via a third-party payment service provider, and revenue will be recorded using the fixed US dollar transaction price charged for the NFT. Upon conversion of the digital currency to USD, we will recognize a gain or loss equal to the difference between the fixed USD transaction price that we charged, and the amount of USD received at the time of conversion. See Accounting for Digital Currencies and Other Digital Assets ● The Company plans to generate revenue from advertising fees paid by game advertisers, developers, hardware companies, or other strategic partners to the Company for promotion on our platform. Revenues from these fees will be recognized ratably over the agreed upon advertising service period and upon delivery of agreed upon advertising services. ● We plan to generate royalty revenues when a third party sells one of our NFTs on a third-party platform. We will recognize royalty revenue when it is probable that we will collect the royalty fee owed which is typically when we receive notification from the third-party platform that an NFT has been sold. In the instance where the Company will receive royalty payments when a customer disposes of an in-game NFT in the secondary market on a third-party platform or any other payment that is not in fiat currency, the Company will recognize the revenue in accordance with ASC 606-10-32-21, Noncash Consideration. Fair value of the non-cash consideration received shall be determined by using the quoted price for such non-cash consideration on the date of the transaction. ● When a third-party publisher sells an NFT created using our platform via our smart contracts, we will receive a commission. Since they would use our same smart contract, the delivery and performance obligations are simultaneous with payment. We will recognize commission revenue upon delivery of the NFTs. ● We will generate transaction fee revenues from our customers which shall equal the network fees charged by the Polygon blockchain at the time of minting. Fees incurred by us, including Polygon Network (MATIC) and other NFT transaction costs, will be netted against such transaction fee revenues and transaction fees revenue will be reflected net of the related expenses. Currently, transaction fees are negligible. Transaction fee revenues and related costs shall be recognized on the date of the respective transaction. Each type of revenue source will be specifically identifiable and revenue shall be recognized based on our respective revenue recognition policy. We will not generate variable revenues under NFT contracts because our NFTs are priced in USD. All revenues generated by the Company shall be recognized in accordance with ASC Topic 606, “Revenue from Contracts with Customers.” Research and Development Research and development costs incurred in the development of the Company’s products are expensed as incurred and includes costs such as labor and outside development costs, software license fees, materials, and other allocated costs incurred. Net Loss per Share The Company computes net loss per share in accordance with ASC 260-10, “Earnings Per Share.” “as if converted” Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period presented. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. As of December 31, 2022 and 2021, the Company did not have potentially dilutive common shares. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Intangible Asset

Intangible Asset	12 Months Ended
	Dec. 31, 2022
Intangible Assets [Abstract]
INTANGIBLE ASSET	NOTE 3 — INTANGIBLE ASSET On December 31, 2022 and 2021, intangible asset consisted of the following: Useful life December 31, December 31, License 5 years $ 62,836 $ — Less: accumulated amortization (4,189 ) — $ 58,647 $ — On August 29, 2022, the Company entered into a Software and Patent License Agreement (the “License Agreement”) with Columbia University (“Columbia”), whereby the Company obtained a license from Columbia with respect to software and intellectual property rights and patents. In connection with the License Agreement, Columbia granted to the Company a royalty-bearing, exclusive, worldwide, non-transferable license under the licensed software and licensed patents, as defined in the License Agreement, to discover, develop, manufacture, have made, use, sell, offer to sell, have sold, import, export, distribute, rent or lease licensed products and copy, use, modify, and create derivative works from licensed software and technical information during the term of the License Agreement. The licensed documentation, licensed software, and licensed patents will be used facilitate a “certificate of authentication” capability for image and video assets to prevent fraudulent activity. This will allow us to certify the image is unaltered in an externally available and trusted way and for a chain-of-trust architecture to be implemented within our system. The technology will also allow us to add an extra validation layer as well as track manipulation of our NFT assets. This will further provide increased trust in our gaming partners to use our platform and provide additional validation and control of third-party assets integrated into our platform. In consideration of the Licenses granted under this License Agreement, the Company shall pay to Columbia fees and royalties as follows: 1) License Fee: A non-refundable, non-recoverable and non-creditable license fee in the sum of $25,000 was paid to Columbia within 30 days of the effective date of August 29, 2022; 2) Revenue-based Milestone Payments: Non-refundable, nonrecoverable and non-creditable milestone payments of: A. $625,000 when cumulative annual Gross Revenue of the Company reaches $250 million; B. $2.5 million when cumulative annual Gross Revenue of the Company reaches $500 million; and C. $10 million when cumulative annual Gross Revenue of the Company reaches $1 billion; and 3) Royalties: A non-refundable, non-recoverable and non-creditable running royalty on all Licensed Products that are Sold by Company, its Affiliates and Sublicenses, or as otherwise used in to generate Gross Revenue during the term of this Agreement as follows: A. Licensed Products Delivered to an End User. 5% on Net Revenue of Licensed Products that are Covered by a Valid Claim of a Patent in the country of Manufacture, Use, or Sale, and 2.5% on Net Revenue of Licensed Products that are not Covered by a Valid Claim of a Patent in the country of Manufacture, Use, or Sale; B. Minimum Royalty. Notwithstanding the foregoing, the Company shall pay Columbia a non-refundable and non-recoverable minimum royalty payment in the amount of $25,000 per year commencing the year of the first commercial launch of a Licensed Product. Each such minimum royalty payment may be credited against earned royalties accrued during the same calendar year in which the minimum royalty payment is due and payable. To the extent minimum royalty payments exceed the earned royalties accrued during the same calendar year, this excess amount cannot be carried over to any other year, either to decrease the earned royalties due in that year or to decrease the minimum royalty payments due in that year. Minimum royalty payments shall be paid on the first day of January (or another date as mutually agreed upon in writing by the Parties) of each calendar year following the first commercial launch of a Licensed Product. 4) Fees and expenses: In connection with the License, the Company paid Columbia $30,704 to cover and expenses and paid professional fees of $7,132. These fees and expenses were capitalized into intangible assets on the accompany balance sheets. 5) Win-State Payments: In the event of the Company’s success results in significant shareholder value appreciation after as Initial Financing (“Initial Financing” being the first bona fide equity financing of the Company after the Effective Date that results in gross proceeds to the Company of at least $500,000), the Company will make a number of valuation dependent Win-State Payments” to Columbia in connection with a financing or sale (each such transaction a ‘Transaction”). Such payments will be made based on the value of Company shares as determined either via private of public financing or the value of the Company’s per share equity value in a sale, with the amount of any such Win-State Payments being calculated in accordance with, and contingent upon, the Share Price Triggers and percentages of Proceeds set forth in the table below. Proceed shall mean the aggregate gross proceeds received by the Company in connection with such financing before the payment of any commissions, fees or other expenses of any kind, and (ii) in the case of a sale of the Company or sale of substantially all of the Company’s assets. The Company may make such payments to Columbia in cash or common stock at the Company’s sole discretion. If the common stock issued by the Company to satisfy a payment is made in publicly traded stock, then the price per share shall be equal to the per share price of the common stock offered by the Company and the shares should be registered. Win-State Payments will be promptly made to Columbia at the conclusion of each financing or sale of the Company. Company Share Price Trigger (meets or exceeds): Win-State Payment to Columbia: $[10x Initial Financing price per share] 1% of Proceeds from the Transaction $[20x Initial Financing price per share] 2% of Proceeds from the Transaction $[25x Initial Financing price per share] 2.5% of Proceeds from the Transaction $[30x Initial Financing per share] 3% of Proceeds from the Transaction The term of the licenses granted hereunder shall extend, on a country-by-country and product-by-product basis, until the later of (i) the date of expiration of the last to expire of the issued patents falling within the definition of Licensed Patents or (ii) 15 years after the first bona fide commercial launch of a Licensed Product in the country in question. The licenses granted under this Agreement may be terminated by Columbia: (i) upon 30 days written notice to Company if Columbia elects to terminate in accordance with Section 7(d) (ii) upon written notice to the Company for the Company’s material breach of the License Agreement and the Company’s failure to cure such breach, (iii) in the event Company becomes insolvent, shall make an assignment for the benefit of its creditors, or shall have a petition in bankruptcy filed for or against it; (iv) in the event Company ceases to conduct business as a going concern; and (v) in the event Company (or any entity or person acting on its behalf) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any Patent in any court, administrative agency or another forum. This Agreement may be terminated by Company, with or without cause, upon 90 days written notice to Columbia. For the year ended December 31, 2022, amortization of intangible assets amounted to $4,189. Amortization of the intangible asset attributable to future periods is as follows: Year ending December 31: Amount 2023 $ 12,567 2024 12,567 2025 12,567 2026 12,567 2027 8,379 $ 58,647

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2022
Stockholders’ Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 4 - STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 5,000,000 shares of its $0.0001 par value preferred stock. The Company’s board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As of December 31, 2022 and 2021, no shares have been designated and no Common Stock In November 2021, the Company issued 7,218,048 shares of its common stock to its founders for proceeds of $960. During November and December 2021, the Company sold 3,199,798 shares of its common stock for cash proceeds of $2,080,700 and subscriptions receivable of $37,500. The subscriptions receivable of $37,500 were collected in January 2022. 2022 Equity Incentive Plan On March 30, 2022, the Company’s Board of Directors authorized and adopted the 2022 Equity Incentive Plan (the “2022 Plan”) and reserved 2,500,000 shares of common stock for issuance thereunder. The 2022 Plan is still subject to shareholder approval. The 2022 Plan’s purpose is to encourage ownership in the Company by employees, officers, directors and consultants whose long-term service the Company considers essential to its continued progress and, thereby, encourage recipients to act in the stockholders’ interest and share in the Company’s success. The 2022 Plan provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock-based awards.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 5 – INCOME TAXES The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The deferred tax assets on December 31, 2022 and 2021 consist of net operating loss carryforwards and the mandatory capitalization of research and development cost for tax purposes pursuant to Section 174, as revised by the Tax Cuts and Jobs Act (“TCJA”). The TCJA amended Section 174 relating to the federal tax treatment of research or experimental expenditures paid or incurred during the taxable year. The new Section 174 rules require taxpayers to capitalize and amortize specified research and experimental expenditures, including software development, over a period of five years (attributable to domestic research) or 15 years (attributable to foreign research). The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. As of December 31, 2022 and 2021, components of deferred tax assets and liabilities are as follows: December 31, December 31, Net Operating loss carryforward $ 190,123 $ 3,370 Research and development 204,069 - Total deferred tax assets 394,192 3,370 Valuation Allowance (394,192 ) (3,370 ) Net Deferred Tax Assets $ - $ - A reconciliation of the effective tax rate with the statutory Federal income tax rate was as follows for the year ended December 31, 2022 and for the period from October 27, 2021 (inception) to December 31, 2021: For the For the Federal statutory rate (21.0 )% (21.0 )% State taxes, net of Federal benefit (6.5 )% (6.5 )% Change in valuation allowance 27.5 % 27.5 % Effective tax rate 0 % 0 % As of December 31, 2022, the Company had approximately $691,356 in net operating loss carry forwards for federal income tax purposes of which $691,356 may be carried forward indefinitely subject to annual usage limitations of 80% of taxable income. Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. The Company is currently using a 27.5% effective tax rate for its projected available net operating loss carry-forward. In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet for the coming year and has established a valuation allowance in the amount of $394,192 as of December 31, 2022 due to the uncertainty of generating taxable income. The valuation allowance increased in 2022 by $390,822. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2022 and 2021 Corporate Income Tax Returns are subject to Internal Revenue Service examination.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 6 – SUBSEQUENT EVENTS IPO On February 17, 2023, the Company completed the IPO and sold 1,686,747 shares of its common stock at a price to the public of $4.15 per share for gross proceeds of $7,000,000. The Company received net proceeds of $5,896,158 which is net of offering expenses of $1,103,842. Additionally, the Company reclassified deferred offering costs of $202,599 which were deferred as of December 31, 2022 to equity. Chief Executive Officer Employment agreement On February 17, 2023, the Company entered into an executive employment agreement with Vadim Mats, the Company’s Chief Executive Officer (CEO) in connection with the Company’s initial public offering (the “ IPO Stock options On February 14, 2023, in addition to the 200,000 stock options issued to the CEO, the Company granted aggregate stock options to purchase 200,000 of the Company’s common stock at an exercise price of $4.15 per share to an executive officer, and employee and consultants pursuant to the 2022 Equity Incentive Plan. The grant date of the stock options was February 14, 2023 and the options expire on February 14, 2033. The option vests as to (i) 140,000 of such options on February 14, 2023; and (ii) the remaining 60,000 options vest quarterly (5,000 each quarter) beginning on May 14, 2023 and each quarter thereafter through February 14, 2026. On March 6, 2023, the Company granted stock options to purchase 60,000 of the Company’s common stock at an exercise price of $4.15 per share to the Company’s board of directors pursuant to the 2022 Equity Incentive Plan. The grant date of the stock options was March 6, 2023 and the options expire on March 6, 2028. The options vest on the one-year anniversary of the stock option grant on March 6, 2024.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2022
Nature of Operations [Abstract]
Basis of Presentation	Basis of Presentation This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include estimates of deferred tax valuation allowances.
Fair Value Measurements and Fair Value of Financial Instruments	Fair Value Measurements and Fair Value of Financial Instruments The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820. The carrying amounts reported in the balance sheets for cash, prepaid expenses and other current assets, deferred offering costs, accounts payable, and accrued expenses approximate their fair market value based on the short-term maturity of these instruments.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company has no cash equivalents as of December 31, 2022 and 2021. The Company’s cash is held at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. To date, the Company has not experienced any losses on its invested cash. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Accounting for Digital Currencies and Other Digital Assets	Accounting for Digital Currencies and Other Digital Assets The Company accounts for digital currencies and other digital assets as indefinite-lived intangible assets and accounts for them at historical cost in accordance with ASC 350, Intangibles — Goodwill and Other. Indefinite-lived intangible assets are not subject to amortization but rather evaluated for impairment annually and more frequently, if events or circumstances change that indicate that it is more likely than not that the asset is impaired (i.e., if an impairment indicator exists). As a result, the Company only recognizes decreases in the value of its digital currencies and other digital assets, and any increase in value will be recognized only upon disposition. The Company plans to dispose of cryptocurrency received as a form of payment into fiat currency and anticipates ownership of cryptocurrency to be minimal. The Company held no such indefinite-lived intangible assets as of December 31, 2022 and 2021.
Capitalized Software Costs	Capitalized Software Costs Costs incurred to develop internal-use software including game development, are expensed as incurred during the preliminary project stage. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended. Capitalization ceases at the point the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of the internal-use software development costs and related upgrades and enhancements. When existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use. Through December 31, 2022, no development costs have been capitalized.
Intangible Assets	Intangible Assets Intangible assets, consisting of software and technology licenses, are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life of 5 years, less any impairment charges.
Income Taxes	Income Taxes Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.
Revenue Recognition	Revenue Recognition The Company follows Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. ASC 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company plans to generate revenue from the following sources: ● We plan to generate revenue from the sale of our in-game NFTs to our customers via our platform. Revenue generated from such sales, either directly as a sale of our in-game NFTs or indirectly as commission, will be recognized upon delivery of the in-game NFT to the customer which is when the Company completes its sole performance obligation. We will sell our in-game NFTs for a fixed US dollar price (USD). Through a third-party payment service provider, the customer will have the option to pay for the NFT by using digital currencies, which includes Bitcoin or Ethereum. If payment is made in digital currency, the customer will send the USD equivalent amount of the digital currency to our custodial wallet via a third-party payment service provider, and revenue will be recorded using the fixed US dollar transaction price charged for the NFT. Upon conversion of the digital currency to USD, we will recognize a gain or loss equal to the difference between the fixed USD transaction price that we charged, and the amount of USD received at the time of conversion. See Accounting for Digital Currencies and Other Digital Assets ● The Company plans to generate revenue from advertising fees paid by game advertisers, developers, hardware companies, or other strategic partners to the Company for promotion on our platform. Revenues from these fees will be recognized ratably over the agreed upon advertising service period and upon delivery of agreed upon advertising services. ● We plan to generate royalty revenues when a third party sells one of our NFTs on a third-party platform. We will recognize royalty revenue when it is probable that we will collect the royalty fee owed which is typically when we receive notification from the third-party platform that an NFT has been sold. In the instance where the Company will receive royalty payments when a customer disposes of an in-game NFT in the secondary market on a third-party platform or any other payment that is not in fiat currency, the Company will recognize the revenue in accordance with ASC 606-10-32-21, Noncash Consideration. Fair value of the non-cash consideration received shall be determined by using the quoted price for such non-cash consideration on the date of the transaction. ● When a third-party publisher sells an NFT created using our platform via our smart contracts, we will receive a commission. Since they would use our same smart contract, the delivery and performance obligations are simultaneous with payment. We will recognize commission revenue upon delivery of the NFTs. ● We will generate transaction fee revenues from our customers which shall equal the network fees charged by the Polygon blockchain at the time of minting. Fees incurred by us, including Polygon Network (MATIC) and other NFT transaction costs, will be netted against such transaction fee revenues and transaction fees revenue will be reflected net of the related expenses. Currently, transaction fees are negligible. Transaction fee revenues and related costs shall be recognized on the date of the respective transaction. Each type of revenue source will be specifically identifiable and revenue shall be recognized based on our respective revenue recognition policy. We will not generate variable revenues under NFT contracts because our NFTs are priced in USD. All revenues generated by the Company shall be recognized in accordance with ASC Topic 606, “Revenue from Contracts with Customers.”
Research and Development	Research and Development Research and development costs incurred in the development of the Company’s products are expensed as incurred and includes costs such as labor and outside development costs, software license fees, materials, and other allocated costs incurred.
Net Loss per Share	Net Loss per Share The Company computes net loss per share in accordance with ASC 260-10, “Earnings Per Share.” “as if converted” Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period presented. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. As of December 31, 2022 and 2021, the Company did not have potentially dilutive common shares.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Intangible Asset (Tables)

Intangible Asset (Tables)	12 Months Ended
	Dec. 31, 2022
Intangible Assets [Abstract]
Schedule of intangible asset consisted	Useful life December 31, December 31, License 5 years $ 62,836 $ — Less: accumulated amortization (4,189 ) — $ 58,647 $ —
Schedule of conclusion of each financing or sale	Company Share Price Trigger (meets or exceeds): Win-State Payment to Columbia: $[10x Initial Financing price per share] 1% of Proceeds from the Transaction $[20x Initial Financing price per share] 2% of Proceeds from the Transaction $[25x Initial Financing price per share] 2.5% of Proceeds from the Transaction $[30x Initial Financing per share] 3% of Proceeds from the Transaction
Schedule of intangible asset attributable to future periods	Year ending December 31: Amount 2023 $ 12,567 2024 12,567 2025 12,567 2026 12,567 2027 8,379 $ 58,647

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of components of deferred tax assets and liabilities	December 31, December 31, Net Operating loss carryforward $ 190,123 $ 3,370 Research and development 204,069 - Total deferred tax assets 394,192 3,370 Valuation Allowance (394,192 ) (3,370 ) Net Deferred Tax Assets $ - $ -
Schedule of reconciliation of the effective tax rate with the statutory federal income tax rate	For the For the Federal statutory rate (21.0 )% (21.0 )% State taxes, net of Federal benefit (6.5 )% (6.5 )% Change in valuation allowance 27.5 % 27.5 % Effective tax rate 0 % 0 %

Nature of Operations (Details)

Nature of Operations (Details) - USD ($)			1 Months Ended	2 Months Ended	12 Months Ended
	Feb. 17, 2023	Nov. 04, 2022	Feb. 17, 2023	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Nature of Operations (Details) [Line Items]
Reverse stock split (in Shares)					1.33
Reverse Stock Split		1-for-1.33 Reverse Stock Split
Cash					$ 679,781
working capital					627,086
Net decrease cash				$ 2,078,141	(1,398,360)
Deferred offering costs					112,599
Purchase intangible assets					62,836
Cash used in operations				$ (3,519)	(1,260,425)
Subscription receivables					37,500
sale of common stock					2,081,660
shares sold (in Shares)						3,199,798
Gross proceeds					$ 500,000
IPO [Member] | Subsequent Event [Member]
Nature of Operations (Details) [Line Items]
shares sold (in Shares)	1,686,747		1,686,747
Common stock price (in Dollars per share)	$ 4.15		$ 4.15
Gross proceeds	$ 7,000,000		$ 7,000,000
Net proceeds	5,896,158		5,896,158
Net offering expenses	$ 1,103,842		$ 1,103,842

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2022
Nature of Operations [Abstract]
Estimated useful life	5 years

Intangible Asset (Details)

Intangible Asset (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Intangible Asset (Details) [Line Items]
License fee	$ 25,000
Net Revenue of Licensed Products percentage	5%
Net sales percentage	2.50%
Royalty payment	$ 25,000
Company paid cover and expenses	30,704
Professional fees	7,132
Gross proceeds	$ 500,000
Product Bona fide year	15 years
Amortization of intangible assets	$ 4,189
Annual Gross Revenue A [Member]
Intangible Asset (Details) [Line Items]
Cumulative amount	625,000
Annual Gross Revenue	250,000,000
Annual Gross Revenue B [Member]
Intangible Asset (Details) [Line Items]
Cumulative amount	2,500,000
Annual Gross Revenue	500,000,000
Annual Gross Revenue C [Member]
Intangible Asset (Details) [Line Items]
Cumulative amount	10,000,000
Annual Gross Revenue	$ 1,000,000,000

Intangible Asset (Details) - Sc

Intangible Asset (Details) - Schedule of intangible asset consisted - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Intangible Asset Consisted [Abstract]
Useful life	5 years
License	$ 62,836
Less: accumulated amortization	(4,189)
Intangible asset	$ 58,647

Intangible Asset (Details) - _2

Intangible Asset (Details) - Schedule of conclusion of each financing or sale	Dec. 31, 2022
10x Initial Financing Price Per Share [Member]
Securitization or Asset-Backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items]
Company Share Price Trigger	$[10x Initial Financing price per share]
Win-State Payment to Columbia	1% of Proceeds from the Transaction
20x Initial Financing Price Per Share [Member]
Securitization or Asset-Backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items]
Company Share Price Trigger	$[20x Initial Financing price per share]
Win-State Payment to Columbia	2% of Proceeds from the Transaction
25x Initial Financing Price Per Share [Member]
Securitization or Asset-Backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items]
Company Share Price Trigger	$[25x Initial Financing price per share]
Win-State Payment to Columbia	2.5% of Proceeds from the Transaction
30x Initial Financing Price Per Share [Member]
Securitization or Asset-Backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items]
Company Share Price Trigger	$[30x Initial Financing per share]
Win-State Payment to Columbia	3% of Proceeds from the Transaction

Intangible Asset (Details) - _3

Intangible Asset (Details) - Schedule of intangible asset attributable to future periods	Dec. 31, 2022 USD ($)
Schedule Of Intangible Asset Attributable To Future Periods Abstract
2023	$ 12,567
2024	12,567
2025	12,567
2026	12,567
2027	8,379
Total	$ 58,647

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2021	Dec. 31, 2021	Dec. 31, 2022	Mar. 30, 2022	Jan. 31, 2022
Stockholders’ Equity [Abstract]
Preferred stock, authorized		5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock issued	7,218,048
Founders for proceeds (in Dollars)	$ 960
Common stock sold		3,199,798
Cash Proceeds (in Dollars)		$ 2,080,700
Subscriptions receivable (in Dollars)		$ 37,500			$ 37,500
Shares reserved				2,500,000

Income Taxes (Details)

Income Taxes (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Income Taxes (Details) [Line Items]
Net operating loss carry forwards	$ 691,356
federal net operating loss carry forwards	$ 691,356
Taxable income percentage	80%
Effective tax rate	27.50%
Valuation allowance	$ 394,192
Valuation allowance increased	$ 390,822
Minimum [Member]
Income Taxes (Details) [Line Items]
Research and software development	5 years
Maximum [Member]
Income Taxes (Details) [Line Items]
Research and software development	15 years

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of components of deferred tax assets and liabilities - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Components of Deferred Tax Assets and Liabilities [Abstract]
Net Operating loss carryforward	$ 190,123	$ 3,370
Research and development	204,069
Total deferred tax assets	394,192	3,370
Valuation Allowance	(394,192)	(3,370)
Net Deferred Tax Assets

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of reconciliation of the effective tax rate with the statutory federal income tax rate	2 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule of Reconciliation of The Effective Tax Rate With The Statutory Federal Income Tax Rate [Abstract]
Federal statutory rate	(21.00%)	(21.00%)
State taxes, net of Federal benefit	(6.50%)	(6.50%)
Change in valuation allowance	27.50%	27.50%
Effective tax rate	0%	0%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)				1 Months Ended		12 Months Ended
	Mar. 06, 2023	Feb. 17, 2023	Feb. 14, 2023	Feb. 17, 2023	Feb. 14, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Events (Details) [Line Items]
Shares sold							3,199,798
Gross proceeds						$ 500,000
Offering costs						$ 202,599
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Stock options issued			200,000		200,000
Stock options purchase			200,000
Exercise price per share			$ 4.15		$ 4.15
Subsequent event, description					The option vests as to (i) 140,000 of such options on February 14, 2023; and (ii) the remaining 60,000 options vest quarterly (5,000 each quarter) beginning on May 14, 2023 and each quarter thereafter through February 14, 2026.
Purchase shares	60,000
Exercise price, per share	$ 4.15
Subsequent Event [Member] | IPO [Member]
Subsequent Events (Details) [Line Items]
Shares sold		1,686,747		1,686,747
Common stock price		$ 4.15		$ 4.15
Gross proceeds		$ 7,000,000		$ 7,000,000
Net proceeds		5,896,158		5,896,158
Net offering expenses		$ 1,103,842		1,103,842
Mr. Mats [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Annual rate				$ 400,000
Common stock purchase , shares					200,000