Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 14, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Mobile Global Esports, Inc. | ||
Trading Symbol | MGAM | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 20,421,593 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001886362 | ||
Entity Current Reporting Status | Yes | ||
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 | true | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-41458 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2684455 | ||
Entity Address, Address Line One | 500 Post Road East | ||
Entity Address, City or Town | Westport | ||
Entity Address, State or Province | CT | ||
Entity Address, Postal Zip Code | 06880 | ||
City Area Code | (475) | ||
Local Phone Number | 666-8401 | ||
Title of 12(b) Security | Common stock, $0.001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 3223 | ||
Auditor Name | Mercurius & Associates LLP | ||
Auditor Location | New Delhi, India |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 7,539,674 | $ 238,202 |
Prepaid expenses | 113,247 | |
Other current assets | 480,000 | |
Deferred offering costs | 62,998 | |
Total current assets | 8,132,921 | 301,200 |
Restricted cash | 20,000 | |
Property and equipment, net | 16,822 | |
Advance to supplier | 1,025,000 | |
Operating lease right of use asset | 54,634 | |
Other long-term assets | 7,424 | |
Total assets | 9,256,801 | 301,200 |
Liabilities | ||
Accounts payable and accrued expenses | 80,960 | 31,814 |
Related party payable | 17,763 | |
Operating lease liabilities, current | 16,786 | |
Note payable | 92,307 | |
Total current liabilities | 207,816 | 31,814 |
Operating lease liabilities, long term | 38,452 | |
Total liabilities | 246,268 | 31,814 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; nil shares issued and outstanding | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 20,421,593 and 16,809,800 shares issued and outstanding | 2,042 | 1,681 |
Additional paid-in capital | 10,557,136 | 530,065 |
Accumulated deficit | (1,549,388) | (262,360) |
Accumulated other comprehensive income | 1,399 | |
Total stockholders’ equity – Mobile Global Esports Inc. | 9,011,189 | 269,386 |
Non-controlling interest | (656) | |
Total stockholders’ equity | 9,010,533 | 269,386 |
Total liabilities and stockholders’ equity | $ 9,256,801 | $ 301,200 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,421,593 | 16,809,800 |
Common stock, shares outstanding | 20,421,593 | 16,809,800 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses: | ||
General and administrative expenses | 262,360 | 1,286,362 |
Total operating expenses | 262,360 | 1,286,362 |
Loss from operations | (262,360) | (1,286,362) |
Interest expense | 1,322 | |
Net loss before income taxes | (262,360) | (1,287,684) |
Income tax expense | ||
Net loss | (262,360) | (1,287,684) |
Net loss – non-controlling interest | (656) | |
Net loss attributable to Mobile Global Esports Inc. | $ (1,287,028) | |
Net loss per share attributable to common stockholders, basic (in Dollars per share) | $ (0.02) | $ (0.07) |
Weighted average common shares outstanding, basic (in Shares) | 12,125,464 | 18,054,095 |
Comprehensive loss: | ||
Net loss | $ (262,360) | $ (1,287,684) |
Unrealized gain on foreign currency translation | 1,399 | |
Total comprehensive loss | (1,286,285) | |
Comprehensive loss attributable to non-controlling interest | (656) | |
Comprehensive loss – Mobile Global Esports Inc. | $ (262,360) | $ (1,285,629) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss per share attributable to common stockholders, diluted | $ (0.02) | $ (0.07) |
Weighted average common shares outstanding, diluted | 12,125,464 | 18,054,095 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Common Stock | Additional Paid-In Capital | Stock Subscription Receivable | Accumulated Deficit | Non-controlling Interest | Total |
Balance at Mar. 10, 2021 | ||||||
Balance (in Shares) at Mar. 10, 2021 | ||||||
Issuance of common stock | $ 1,681 | 344,143 | $ 345,824 | |||
Issuance of common stock (in Shares) | 16,809,800 | |||||
Fair value of warrants issued for services | 185,922 | 185,922 | ||||
Net loss | (262,360) | (262,360) | ||||
Balance at Dec. 31, 2021 | $ 1,681 | 530,065 | (262,360) | 269,386 | ||
Balance (in Shares) at Dec. 31, 2021 | 16,809,800 | |||||
Fair value of warrants issued for services | 185,920 | 185,920 | ||||
Other comprehensive gain | 1,399 | 1,399 | ||||
Net loss | (1,287,028) | (656) | (1,287,684) | |||
Balance at Dec. 31, 2022 | $ 2,042 | 10,557,136 | (1,549,388) | 1,399 | $ (656) | 9,010,533 |
Balance (in Shares) at Dec. 31, 2022 | 20,421,593 | |||||
Issuance of common stock from initial public offering, net of stock issuance costs | $ 172 | 5,464,761 | $ 5,464,933 | |||
Issuance of common stock from initial public offering, net of stock issuance costs (in Shares) | 1,725,000 | 1,725,000 | ||||
Issuance of common stock from private placement, net of stock issuance costs | $ 189 | 2,283,390 | $ 2,283,579 | |||
Issuance of common stock from private placement, net of stock issuance costs (in Shares) | 1,886,793 | 1,886,793 | ||||
Fair value of warrants issued with common stock | $ 2,093,000 | $ 2,093,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (262,360) | $ (1,287,684) |
Adjustments to reconcile net loss to net cash provided (used) by operating activities: | ||
Depreciation | 35 | |
Fair value of warrants issued for services | 185,922 | 185,920 |
Amortization of right of use assets | 3,379 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 76,554 | |
Other current assets | (480,000) | |
Other assets | (7,806) | |
Accounts payable and accrued expenses | 31,814 | 49,539 |
Related party payable | 18,677 | |
Operating lease liabilities | (2,744) | |
Net cash used by operating activities | (44,624) | (1,444,130) |
Cash flows from investing activities | ||
Advance payment to supplier | (1,025,000) | |
Payments for property and equipment | (17,664) | |
Net cash used in investing activities | (1,042,664) | |
Cash flows from financing activities | ||
Issuance of common stock | 345,824 | 11,900,001 |
Payment of deferred offering costs | (62,998) | |
Payment of stock issuance costs | (1,995,491) | |
Repayment of note payable | (93,801) | |
Net cash provided by financing activities | 282,826 | 9,810,709 |
Effect of exchange rate changes on cash and restricted cash | (2,443) | |
Net increase in cash and restricted cash | 238,202 | 7,321,472 |
Cash and restricted cash as of beginning of period | 238,202 | |
Cash and restricted cash as of end of period | 238,202 | 7,559,674 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1,322 | |
Supplemental disclosure of non-cash investing and financing activity | ||
Deferred offering costs reclassified to stock issuance costs | 62,998 | |
Right of use assets obtained on operating lease commencement | 60,824 | |
Note payable issued for prepaid insurance policy | $ 186,108 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Basis of Presentation [Abstract] | |
Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation Organization Mobile Global Esports Inc. (“MOGO Inc”) was incorporated on March 11, 2021 under the laws of the State of Delaware. The Company was originally named Elite Esports, Inc. but changed its name to Mobile Global Esports Inc. on April 21, 2021. MOGO Inc has been assigned certain limited rights to commercialize university esports events for 92 universities in India. The unique advantage of esports is that the events can be virtual, and virtual events bypass any Covid-19 restrictions on in-person events. During July 2022, MOGO Esports Private Limited (“MOGO Pvt Ltd”) was established and incorporated in India by certain shareholders of MOGO Inc. During November 2022, MOGO Inc acquired approximately 99% of MOGO Pvt Ltd. Prior to October 2022, MOGO Pvt Ltd had limited activity. During October 2022, MOGO Pvt Ltd increased its activity and began operating for the benefit of the Company. The Company determined that MOGO Pvt Ltd was a variable interest entity and it was the primary beneficiary of MOGO Pvt Ltd prior to acquiring 99% of MOGO Pvt Ltd in November 2022. Therefore, the Company has included the results of MOGO Pvt Ltd in its consolidated financial statements from July 13, 2022 (inception of MOGO Pvt Ltd) through December 31, 2022. MOGO Pvt Ltd comprised approximately 1.4% of the Company’s total assets as of December 31, 2022 and 4.2% of the Company’s net loss for the year ended December 31, 2022. Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of MOGO Inc and MOGO Pvt Ltd (collectively, the “Company”). MOGO Inc owns a 99% controlling interest in MOGO Pvt Ltd. The value of the non-controlling interest in MOGO Pvt Ltd is immaterial. The functional currency of MOGO Pvt Ltd is the Indian Rupee (“INR”). The assets and liabilities of MOGO Pvt Ltd are translated to United States Dollars (“USD”) at period end exchange rates, while statements of operations accounts are translated at the average exchange rate during the period. The effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of accumulated other comprehensive loss in stockholders’ equity. All significant intercompany accounts and transactions have been eliminated in consolidation. Coronavirus (COVID-19) The Company’s business could be adversely impacted by the effects of the Coronavirus (COVID-19) and/or similar pandemics. In addition to global macroeconomic effects, the COVID-19 outbreak and/or similar outbreaks or other adverse public health developments could cause disruption to our operations. COVID-19 or other disease outbreaks could in the short-run and may over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could impact the Company’s operating results. Although the magnitude of the impact of the COVID-19 outbreak on the Company’s business and operations remains uncertain, the continued spread of COVID-19 or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions could adversely impact the Company’s business, financial condition, operating results and cash flows. In addition, the Company could experience disruptions to its business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of its employees to perform their jobs that may impact the Company’s ability to develop and grow its business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying consolidated financial statements include the valuation allowance on deferred tax assets and the estimated value of warrants issued for services. Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, amounts held in escrow and all highly-liquid debt instruments with original maturities of three months or less. As December 31, 2022 and 2021, the Company did not have any cash equivalents. Restricted Cash As of December 31, 2022, the Company has $20,000 of the funds received from the initial public offering held in an escrow account, which is included in Restricted Cash on the consolidated balance sheet. Property and Equipment Property and equipment, net, is stated at cost. Depreciation is computed over the estimated useful lives of the assets, generally three to five years, using the straight-line method. Expenditures for maintenance and repairs are charged to operations; major expenditures for renewals and betterments are capitalized and depreciated over their useful lives. Leasehold improvements are amortized over the lesser of the asset life or the life of the lease. Leases The Company leases office space in India under non-cancelable lease arrangements through MOGO Pvt Ltd. The Company applies the accounting guidance in Accounting Standards Codification (“ASC”) 842, Leases Fixed lease payments on operating leases are recognized over the expected term of the lease on a straight-line basis. Variable lease expenses that are not considered fixed are expensed as incurred. Fixed and variable lease expense on operating leases is recognized within operating expenses within the accompanying consolidated statements of operations and comprehensive loss. The interest rate implicit in the Company’s lease contracts is typically not readily determinable and as such, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. Long-Lived Assets The Company reviews long-lived assets for realizability on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, the Company performs undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. Any impairment losses would be recorded in the consolidated statements of operations. To date, no such impairments have occurred. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash, accounts payable and accrued expenses, related party payable, and notes payable, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging As of December 31, 2022 and December 31, 2021, the Company did not identify any assets or liabilities required to be presented on the balance sheet at fair value. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and restricted cash. The Company places its cash with high quality financial institutions and at times may exceed the Federal Deposit Insurance Corporation $250,000 insurance limit. The Company has not and does not anticipate incurring any losses related to this credit risk. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share Segments The Company has one reportable segment, which is the development of esports. As of December 31, 2022, 98.6% of the Company’s consolidated total assets are located within the United States of America. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes Reclassification Certain 2021 balances have been reclassified to conform to the 2022 presentation. These reclassifications had no impact on the total consolidated net assets of the Company. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Assets [Abstract] | |
Other Current Assets | Note 3 – Other Current Assets Other current assets consist of $480,000 paid to a party as advance payment for potential future services. No services had been provided by the party as of December 31, 2022, and the amounts paid are refundable if services are not performed on our behalf in the future. |
Deferred Offering Costs
Deferred Offering Costs | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Offering Costs [Abstract] | |
Deferred Offering Costs | Note 4 – Deferred Offering Costs Deferred offering costs are amounts incurred that are directly related to the offering of the Company’s common stock and approximated $63,000 as of December 31, 2021. Upon the consummation of the Company’s initial public offering in July 2022, these costs and additional costs of approximately $53,000 were offset against the proceeds from the Company’s equity offering and included as part of the total IPO stock issuance costs of approximately $1,435,000. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5- Property and Equipment Property and equipment consisted of the following as of December 31, 2022: Furniture, fixtures and equipment $ 16,857 Accumulated depreciation (35 ) Property and equipment, net 16,822 Depreciation expense was $35 for the year ended December 31, 2022. |
Advance to Supplier
Advance to Supplier | 12 Months Ended |
Dec. 31, 2022 | |
Advance to Supplier [Abstract] | |
Advance to Supplier | Note 6 – Advance to Supplier As of December 31, 2022, the Company paid funds to a supplier for the development of a software platform, which is still under development and has not been placed in service. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Leases | Note 7 – Leases The Company has office leases in India that are classified as operating leases. These leases commenced in October 2022 and have a term of three years. The Company used its expected incremental borrowing rate of 10.0% in determining the value of the right-of-use asset and lease liability associated with these leases. The cash paid for operating leases for the year ended December 31, 2022 approximated $3,600 and the operating lease cost recorded in the Consolidated Statements of Operations and Comprehensive Loss approximated $5,000. The weighted average remaining lease term for the operating leases was 2.8 years and the weighted average discount rate was 10.0%. The maturities of the operating lease liabilities as of December 31, 2022 are as follows: 2023 $ 21,562 2024 22,640 2025 19,650 Total 63,852 Less imputed interest (8,614 ) Present value of operating lease liabilities $ 55,238 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 – Related Party Transactions Included in related party payable at December 31, 2022 and in accounts payable and accrued expenses at December 31, 2021 is $17,763 and $30,000, respectively, due to Sports Industry of India, Inc., a stockholder of the Company. During the year ended December 31, 2022, the Company paid its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) compensation totaling $87,500. The CEO and CFO are shareholders of the Company. During the year ended December 31, 2022, the Company paid its Board of Directors a total of $18,000 for their board stipend for services provided in the fourth quarter of 2022 and an advance of $18,000 for their board stipend for services to be performed in the first quarter of 2023. The payment for the first quarter of 2023 is included in prepaid expenses and other assets as of December 31, 2022. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2022 | |
Note Payable [Abstract] | |
Note Payable | Note 9 – Note Payable During July 2022, the Company entered into an agreement with a financing institution for payment of certain of the Company’s insurance policies. The financing agreement is payable over a twelve-month period ending June 2023 with monthly payments of principal and interest totaling $15,848 per month. As of December 31, 2022, approximately $92,000 of principal is outstanding under this agreement, and the same amount is included in prepaid expenses. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 10- Stockholders’ Equity Preferred Stock The Company has authorized the issuance of 10,000,000 shares of $0.0001 par value preferred stock. At December 31, 2022 and December 31, 2021, there were nil shares issued and outstanding. Common Stock The Company has authorized the issuance of 100,000,000 shares of $0.0001 par value common stock. At December 31, 2022 and December 31, 2021, there were 20,421,593 and 16,809,800 shares issued and outstanding. During the period from March 11, 2021 (Inception) to December 31, 2021, the Company had the following transactions in its common stock: ● issued 5,300,000 shares to founders of the Company for cash proceeds of $530. ● issued 11,509,800 shares to investors at a price per share of $0.03 for cash proceeds of approximately $345,000. During the year ended December 31, 2022, the Company had the following transactions in its common stock: ● issued 1,725,000 shares of common stock for total gross proceeds of $6,900,000 through an initial public offering (“IPO”). Commissions, fees and expenses associated with the IPO totaled approximately $1,435,000 and were recorded as stock issuance costs upon consummation of the IPO. The net proceeds after commissions, fees and expenses were approximately $5,465,000, with $500,000 of these funds originally held in an escrow account for the benefit of the Company. During November 2022, $480,000 of the escrow funds were released from escrow. As a result of the IPO, deferred offering costs of approximately $116,000 were reclassified from deferred offering costs to a reduction of additional paid-in capital and are included in the total $1,435,000 of stock issuance costs from the IPO. In addition, the Company also issued warrants (“IPO Warrants”) to purchase up to 172,500 shares of common stock to the underwriters of the IPO. These IPO Warrants have an exercise price of $6.60 per share, expire 5 years from the date of issuance, and are fully exercisable six months after their issuance. The estimated fair value of the IPO Warrants approximated $474,000. The IPO Warrants are recorded as stock issuance costs but the net impact to the Company’s equity from the issuance of these warrants is nil since these warrants are classified as equity. ● issued 1,886,793 units, each consisting of one share of common stock and one warrant for a total of 1,886,793 shares of common stock, and 1,886,793 warrants to acquire the Company’s common stock in the future, for total gross proceeds of $5,000,001 through a private equity placement agreement (“PIPE”). The Company allocated the estimated fair value of the common stock and PIPE Warrants on a relative fair value basis. Commissions, fees and expenses associated with the PIPE totaled approximately $623,000. The net proceeds, after commissions, fees and expenses was approximately $4,377,000. The 1,886,793 PIPE Warrants have an exercise price of $2.90 per share, expire 5 years from the date of issuance, and are fully exercisable upon issuance. The estimated fair value of the PIPE Warrants approximated $2,093,000. Additionally, 339,623 warrants (“Placement Agent Warrants”) were issued to the placement agent as a part of their fee. The Placement Agent warrants have an exercise price of $2.915 per share, expire 5 years from the date of issuance, and are fully exercisable upon issuance. The estimated fair value of the Placement Agent Warrants approximated $516,000. The Placement Agent Warrants are recorded as stock issuance costs but the net impact to the Company’s equity from the issuance of these warrants is nil since these warrants are classified as equity. The IPO Warrants, PIPE Warrants and Placement Agent Warrants also include certain anti-dilution adjustments and potential adjustments upon the occurrence of certain change of control transactions. In October 2021, the Company issued an aggregate of 1,000,000 warrants (“Consultant Warrants”) to three individuals (“Consultants”) that are advising the Company on developing, establishing, operating, commercializing, marketing, promoting, and expanding the Company’s esports business with an aim to commercialize esports tournaments, esports sponsorships, esports advertising revenues, esports merchandise revenues, esports broadcast revenues, esports video revenues, esports game development and marketing and distribution revenues, and all other manner of esports revenue streams for the benefit of the Company. The Consultant Warrants have an exercise price of $1.00 share and expire in five years with 250,000 of these warrants vested immediately and the balance of 750,000 warrants having provisions making the vesting contingent on the Consultants’ performance in meeting goals and milestones set quarterly by the Company. Specifically, the Company will consult with the Consultants and reach agreement on the Consultants’ goals and milestones at the beginning of each calendar quarter. Out of the 750,000 unvested warrants, 62,500 warrants vest at the end of each quarter, beginning with the quarter ended March 31, 2022, provided in the Company’s judgement the Consultants have made satisfactory progress over the course of the quarter in meeting set goals and milestones. 62,500 of these warrants vested on March 31, 2022, 62,500 warrants vested on June 30, 2022, 62,500 of these warrants vested on September 30, 2022 and 62,500 of these warrants vested on December 31, 2022. Consultant Warrants not vested on their designated end of quarter vesting date expire. The fair value of the Consultant Warrants is being amortized to expense over the vesting period. The Company recorded an expense of approximately $186,000 for the year ended December 31, 2022 and for the period from March 11, 2021 (Inception) to December 31, 2021. At December 31, 2022, the unamortized warrant expense was approximately $372,000, which will be amortized into expense through December 2024. Warrants The following is a summary of the Consultant Warrants: Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2021 1,000,000 1.00 4.81 $ - Granted - Forfeited - Exercised - Outstanding, December 31, 2022 1,000,000 1.00 3.81 $ - Exercisable, December 31, 2022 500,000 $ 1.00 3.81 $ - The exercise price for all warrants outstanding and exercisable at December 31, 2022 Outstanding Exercisable Number of Exercise Number of Exercise Warrants Price Warrants Price 1,000,000 $ 1.00 500,000 $ 1.00 172,500 $ 6.60 - $ - 1,886,793 $ 2.90 1,886,793 $ 2.90 339,623 $ 2.92 339,623 $ 2.92 3,398,916 2,726,416 The Company utilized the Black-Scholes option-pricing model to value the warrants issued. The following table summarizes the assumptions used for estimating the fair value of the IPO Warrants issued in 2022: 2022 Expected dividend yield - Risk-free interest rate 2.89 % Expected volatility 100 % Expected life (years) 5 The following table summarizes the assumptions used for estimating the fair value of the PIPE Warrants and Placement Agent Warrants issued in 2022 and the Consultant Warrants issued in 2021: 2022 2021 Expected dividend yield - - Risk-free interest rate 3.96 % 1.09 % Expected volatility 100 % 100 % Expected life (years) 5 5 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 – Income Taxes Significant components of the Company’s noncurrent deferred tax assets and liabilities as of December 31, consist of the following: 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 330,400 $ 40,400 Valuation allowance (311,000 ) (40,400 ) Total deferred tax assets, noncurrent 19,400 - Deferred tax liabilities: Advance to supplier 9,200 - Other 10,200 - Total deferred tax liabilities, noncurrent 19,400 - Total net deferred tax assets and liabilities $ - $ - Deferred income taxes are provided based on the provisions of ASC Topic 740, “Accounting for Income Taxes”, to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income taxes computed at the statutory federal income tax rate of 21% are reconciled to the provision for income taxes as follows: 2022 2021 Amount % of Amount % of Income tax benefit at statutory rate $ (270,400 ) 21.0 % $ (55,100 ) 21.0 % State income taxes, net of federal benefit (73,100 ) 5.7 % (21,000 ) 8.0 % Nondeductible expenses 50,100 (3.9 )% 35,700 (13.6 )% Other 22,800 (1.8 )% - 0.0 % Change in valuation allowance $ 270,600 (21.0 )% 40,400 (15.4 )% Provision for income tax benefit $ - 0.0 % $ - 0.0 % The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. At December 31, 2022 and 2021, the Company has provided a full valuation allowance against its net deferred assets in the United States (“U.S.”) and India tax jurisdictions, since realization of these benefits is not more likely than not. The valuation allowance increased approximately $270,600 from the prior year. At December 31, 2022, the Company had U.S. federal net operating loss carryforwards of approximately $1,175,000, which will carry forward indefinitely. At December 31, 2022, the Company had U.S. state net operating loss carryforwards of approximately $1,175,000, which will begin to expire in 2041. The Company had no unrecognized tax benefits as of December 31, 2022 and 2021. The Company does not anticipate a significant change in total unrecognized tax benefits within the next 12 months. Tax year 2021 remains open to examination by the major taxing jurisdictions to which the Company is subject. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Legal From time to time, the Company may be involved in various litigation matters, which arise in the ordinary course of business. There is currently no litigation that management believes will have a material impact on the financial position of the Company. Advance to Supplier The Company entered into a commitment with a supplier for the development of an Esports Platform for total cost of $1,200,000. As of December 31, 2022, the Company had paid the supplier $1,025,000, with the remaining $175,000 due periodically until the expected completion date in 2023. As of December 31, 2022, the supplier had not completed the work on the software and the payments have been recorded as advance to supplier. |
General and Administrative Expe
General and Administrative Expense | 12 Months Ended |
Dec. 31, 2022 | |
General and Administrative Expense [Abstract] | |
General and Administrative Expense | Note 13 – General and Administrative Expense General and administrative costs are expensed as incurred and primarily include personnel costs in the U.S. and India, public filing fees, advertising expense, contractor fees, and professional fees. The Company expenses advertising costs as incurred. Advertising expense was approximately $49,000 for the year ended December 31, 2022. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 14 – Net Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the periods. Fully diluted net loss per common share is computed using the weighted-average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of warrants that are computed using the treasury stock method. At December 31, 2022 and December 31, 2021, there were 3,398,916 and 1,000,000 warrants outstanding. Due to the net loss incurred potentially dilutive instruments would be anti-dilutive. Accordingly, diluted net loss per share is the same as basic net loss per share for all periods presented. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events MOGO Pvt Ltd leased a godown (which is a warehouse) in Borivali (East), Mumbai, on January 31, 2023. The lease is for a term of three years and the monthly rental is approximately $3,200 per month. The Company plans to refurbish the 2-story property to create an esports experience center for events, streaming, game practice and player evaluation of projects. Work has not yet started on the renovation. Management has evaluated events that occurred subsequent to the end of the reporting period and there are no other subsequent events to report. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying consolidated financial statements include the valuation allowance on deferred tax assets and the estimated value of warrants issued for services. |
Cash Equivalents | Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, amounts held in escrow and all highly-liquid debt instruments with original maturities of three months or less. As December 31, 2022 and 2021, the Company did not have any cash equivalents. |
Restricted Cash | Restricted Cash As of December 31, 2022, the Company has $20,000 of the funds received from the initial public offering held in an escrow account, which is included in Restricted Cash on the consolidated balance sheet. |
Property and Equipment | Property and Equipment Property and equipment, net, is stated at cost. Depreciation is computed over the estimated useful lives of the assets, generally three to five years, using the straight-line method. Expenditures for maintenance and repairs are charged to operations; major expenditures for renewals and betterments are capitalized and depreciated over their useful lives. Leasehold improvements are amortized over the lesser of the asset life or the life of the lease. |
Leases | Leases The Company leases office space in India under non-cancelable lease arrangements through MOGO Pvt Ltd. The Company applies the accounting guidance in Accounting Standards Codification (“ASC”) 842, Leases Fixed lease payments on operating leases are recognized over the expected term of the lease on a straight-line basis. Variable lease expenses that are not considered fixed are expensed as incurred. Fixed and variable lease expense on operating leases is recognized within operating expenses within the accompanying consolidated statements of operations and comprehensive loss. The interest rate implicit in the Company’s lease contracts is typically not readily determinable and as such, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets for realizability on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, the Company performs undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. Any impairment losses would be recorded in the consolidated statements of operations. To date, no such impairments have occurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash, accounts payable and accrued expenses, related party payable, and notes payable, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging As of December 31, 2022 and December 31, 2021, the Company did not identify any assets or liabilities required to be presented on the balance sheet at fair value. |
Concentration of credit risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and restricted cash. The Company places its cash with high quality financial institutions and at times may exceed the Federal Deposit Insurance Corporation $250,000 insurance limit. The Company has not and does not anticipate incurring any losses related to this credit risk. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share |
Segments | Segments The Company has one reportable segment, which is the development of esports. As of December 31, 2022, 98.6% of the Company’s consolidated total assets are located within the United States of America. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes |
Reclassification | Reclassification Certain 2021 balances have been reclassified to conform to the 2022 presentation. These reclassifications had no impact on the total consolidated net assets of the Company. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Furniture, fixtures and equipment $ 16,857 Accumulated depreciation (35 ) Property and equipment, net 16,822 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of maturities of the operating lease liabilities | 2023 $ 21,562 2024 22,640 2025 19,650 Total 63,852 Less imputed interest (8,614 ) Present value of operating lease liabilities $ 55,238 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of consultant warrants | Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2021 1,000,000 1.00 4.81 $ - Granted - Forfeited - Exercised - Outstanding, December 31, 2022 1,000,000 1.00 3.81 $ - Exercisable, December 31, 2022 500,000 $ 1.00 3.81 $ - |
Schedule of warrants outstanding and exercisable | Outstanding Exercisable Number of Exercise Number of Exercise Warrants Price Warrants Price 1,000,000 $ 1.00 500,000 $ 1.00 172,500 $ 6.60 - $ - 1,886,793 $ 2.90 1,886,793 $ 2.90 339,623 $ 2.92 339,623 $ 2.92 3,398,916 2,726,416 |
Schedule of assumptions used for estimating the fair value | 2022 Expected dividend yield - Risk-free interest rate 2.89 % Expected volatility 100 % Expected life (years) 5 2022 2021 Expected dividend yield - - Risk-free interest rate 3.96 % 1.09 % Expected volatility 100 % 100 % Expected life (years) 5 5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of noncurrent deferred tax assets and liabilities | 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 330,400 $ 40,400 Valuation allowance (311,000 ) (40,400 ) Total deferred tax assets, noncurrent 19,400 - Deferred tax liabilities: Advance to supplier 9,200 - Other 10,200 - Total deferred tax liabilities, noncurrent 19,400 - Total net deferred tax assets and liabilities $ - $ - |
Schedule of computed at the statutory federal income tax rate | 2022 2021 Amount % of Amount % of Income tax benefit at statutory rate $ (270,400 ) 21.0 % $ (55,100 ) 21.0 % State income taxes, net of federal benefit (73,100 ) 5.7 % (21,000 ) 8.0 % Nondeductible expenses 50,100 (3.9 )% 35,700 (13.6 )% Other 22,800 (1.8 )% - 0.0 % Change in valuation allowance $ 270,600 (21.0 )% 40,400 (15.4 )% Provision for income tax benefit $ - 0.0 % $ - 0.0 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Nov. 30, 2022 | |
Organization and Basis of Presentation (Details) [Line Items] | ||
Asset percentage | 1.40% | |
Net loss percentage | 4.20% | |
Interest rate | 99% | |
Business Acquisition [Member] | ||
Organization and Basis of Presentation (Details) [Line Items] | ||
Business acquired percentage | 99% | |
Business Acquisition [Member] | Mogo Pvt Ltd [Member] | ||
Organization and Basis of Presentation (Details) [Line Items] | ||
Business acquired percentage | 99% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal deposit insurance corporation (in Dollars) | $ 250,000 |
Tax benefit percentage | 50% |
Reportable segment | 1 |
Assets percentage | 98.60% |
Minimum [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Estimated useful lives | 3 years |
Maximum [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Estimated useful lives | 5 years |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Proceeds from issuance of offering cost (in Dollars) | $ 20,000 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Other Current Assets [Abstract] | ||
Other current assets | $ 480,000 |
Deferred Offering Costs (Detail
Deferred Offering Costs (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2021 | |
Deferred Offering Costs [Abstract] | ||
Common stock, value issued | $ 63,000 | |
Additional costs | $ 53,000 | |
Total ipo stock issuance costs | $ 1,435,000 |
Property and Equipment (Details
Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Abstract] | |
Depreciation expense | $ 35 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Property And Equipment [Abstract] | |
Furniture, fixtures and equipment | $ 16,857 |
Accumulated depreciation | (35) |
Property and equipment, net | $ 16,822 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disclosure Text Block [Abstract] | |
Leases commenced term | 3 years |
Expected incremental borrowing rate | 10% |
Operating lease cost | $ 3,600 |
Comprehensive loss | $ 5,000 |
Operating lease term | 2 years 9 months 18 days |
Weighted average discount rate | 10% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of maturities of the operating lease liabilities | Dec. 31, 2022 USD ($) |
Schedule Of Maturities Of The Operating Lease Liabilities [Abstract] | |
2023 | $ 21,562 |
2024 | 22,640 |
2025 | 19,650 |
Total | 63,852 |
Less imputed interest | (8,614) |
Present value of operating lease liabilities | $ 55,238 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | |||
Accounts payable and accrued expenses | $ 17,763 | $ 30,000 | |
Board of directors payable | $18,000 | ||
Forecast [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Advance paid | $ 18,000 | ||
CFO [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Compensation paid | $ 87,500 |
Note Payable (Details)
Note Payable (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Note Payable (Details) [Line Items] | |
Prepaid expenses | $ 92,000 |
June 2023 [Member] | |
Note Payable (Details) [Line Items] | |
Interest amount | $ 15,848 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Oct. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Nov. 30, 2022 | |
Stockholders’ Equity (Details) [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued | 16,809,800 | 20,421,593 | ||||||
Common stock, shares outstanding | 16,809,800 | 20,421,593 | ||||||
Price per share (in Dollars per share) | $ 0.03 | |||||||
Cash proceed (in Dollars) | $ 345,000 | |||||||
Issuance of common stock | 1,725,000 | |||||||
Escrow account (in Dollars) | $ 500,000 | $ 480,000 | ||||||
Offering costs (in Dollars) | 62,998 | |||||||
Stock issuance costs (in Dollars) | $ 1,995,491 | |||||||
Issued warrants | 1,000,000 | 3,398,916 | ||||||
Exercise price (in Dollars per share) | $ 1 | |||||||
Expire date | 5 years | 5 years | ||||||
Issued units | 1,886,793 | |||||||
Aggregate of warrants | 1,000,000 | |||||||
Warrants vested shares | 62,500 | 62,500 | 62,500 | 250,000 | 62,500 | 62,500 | ||
Outstanding warrants | 750,000 | |||||||
Unvested warrants | 750,000 | |||||||
Expense amount (in Dollars) | $ 186,000 | $ 186,000 | ||||||
Unamortized warrant expense (in Dollars) | $ 372,000 | |||||||
Common Stock [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Common stock, shares issued | 20,421,593 | 20,421,593 | ||||||
Common stock, shares outstanding | 16,809,800 | 16,809,800 | ||||||
Issuance of common stock | 1,725,000 | |||||||
Issued units | 1,886,793 | |||||||
Maximum [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Fees and expenses (in Dollars) | $ 5,465,000 | |||||||
Common stock, share | 1,886,793 | |||||||
Warrant | 1,886,793 | |||||||
Minimum [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Fees and expenses (in Dollars) | $ 4,377,000 | |||||||
Common stock, share | 1 | |||||||
Warrant | 1 | |||||||
IPO [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Gross proceeds (in Dollars) | $ 6,900,000 | |||||||
Fees and expenses (in Dollars) | 1,435,000 | |||||||
Offering costs (in Dollars) | 116,000 | |||||||
Stock issuance costs (in Dollars) | $ 1,435,000 | |||||||
Placement Agent Warrants [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Issued warrants | 172,500 | |||||||
Exercise price (in Dollars per share) | $ 6.6 | |||||||
Fair value (in Dollars) | $ 474,000 | |||||||
Private Placement [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Gross proceeds (in Dollars) | $ 5,000,001 | |||||||
Issued warrants | 339,623 | |||||||
Exercise price (in Dollars per share) | $ 2.915 | |||||||
Expire date | 5 years | |||||||
Fair value (in Dollars) | $ 516,000 | |||||||
Private equity placement agreement [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Issuance of common stock | 1,886,793 | |||||||
Fees and expenses (in Dollars) | $ 623,000 | |||||||
Exercise price (in Dollars per share) | $ 2.9 | |||||||
Expire date | 5 years | |||||||
Fair value (in Dollars) | $ 2,093,000 | |||||||
Founder [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Issuance of shares | 5,300,000 | |||||||
Cash (in Dollars) | $ 530 | |||||||
Investor [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Issuance of shares | 11,509,800 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of consultant warrants - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Consultant Warrants [Abstract] | ||
Warrants Outstanding, Beginning Balance | 1,000,000 | |
Weighted Average Exercise Price, Beginning Balance (in Dollars per share) | $ 1 | |
Weighted Average Remaining Contractual Life, Beginning Balance | 4 years 9 months 21 days | |
Aggregate Intrinsic Value, Beginning Balance (in Dollars) | ||
Warrants Outstanding, Exercisable | 500,000 | |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ 1 | |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 9 months 21 days | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | ||
Warrants Outstanding, Granted | ||
Warrants Outstanding, Forfeited | ||
Warrants Outstanding, Exercised | ||
Warrants Outstanding, Ending Balance | 1,000,000 | |
Weighted Average Exercise Price, Ending Balance (in Dollars per share) | $ 1 | |
Weighted Average Remaining Contractual Life, Ending Balance | 3 years 9 months 21 days | |
Aggregate Intrinsic Value, Ending Balance (in Dollars) |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable | Dec. 31, 2022 $ / shares shares |
Outstanding [Member] | |
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Outstanding, number of warrants | 3,398,916 |
Outstanding [Member] | Warrant [Member] | |
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Outstanding, number of warrants | 1,000,000 |
Outstanding, exercise price (in Dollars per share) | $ / shares | $ 1 |
Outstanding [Member] | Warrant One [Member] | |
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Outstanding, number of warrants | 172,500 |
Outstanding, exercise price (in Dollars per share) | $ / shares | $ 6.6 |
Outstanding [Member] | Warrant Two [Member] | |
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Outstanding, number of warrants | 1,886,793 |
Outstanding, exercise price (in Dollars per share) | $ / shares | $ 2.9 |
Outstanding [Member] | Warrant Three [Member] | |
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Outstanding, number of warrants | 339,623 |
Outstanding, exercise price (in Dollars per share) | $ / shares | $ 2.92 |
Exercisable [Member] | |
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Exercisable, number of warrants | 2,726,416 |
Exercisable [Member] | Warrant [Member] | |
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Exercisable, number of warrants | 500,000 |
Exercisable, exercise price (in Dollars per share) | $ / shares | $ 1 |
Exercisable [Member] | Warrant One [Member] | |
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Exercisable, number of warrants | |
Exercisable, exercise price (in Dollars per share) | $ / shares | |
Exercisable [Member] | Warrant Two [Member] | |
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Exercisable, number of warrants | 1,886,793 |
Exercisable, exercise price (in Dollars per share) | $ / shares | $ 2.9 |
Exercisable [Member] | Warrant Three [Member] | |
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Exercisable, number of warrants | 339,623 |
Exercisable, exercise price (in Dollars per share) | $ / shares | $ 2.92 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of assumptions used for estimating the fair value | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Equity (Details) - Schedule of assumptions used for estimating the fair value [Line Items] | ||
Expected dividend yield | ||
Risk-free interest rate | 3.96% | 1.09% |
Expected volatility | 100% | 100% |
Expected life (years) | 5 years | 5 years |
IPO [Member] | ||
Stockholders’ Equity (Details) - Schedule of assumptions used for estimating the fair value [Line Items] | ||
Expected dividend yield | ||
Risk-free interest rate | 2.89% | |
Expected volatility | 100% | |
Expected life (years) | 5 years |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 21% |
Valuation allowance | $ 270,600 |
U.S. federal net operating loss carryforwards | 1,175,000 |
net operating loss carryforwards | $ 1,175,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of noncurrent deferred tax assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 330,400 | $ 40,400 |
Valuation allowance | (311,000) | (40,400) |
Total deferred tax assets, noncurrent | 19,400 | |
Advance to supplier | 9,200 | |
Other | 10,200 | |
Total deferred tax liabilities, noncurrent | 19,400 | |
Total net deferred tax assets and liabilities |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of computed at the statutory federal income tax rate - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Computed at the Statutory Federal Income Tax Rate [Abstract] | ||
Income tax benefit at statutory rate | $ (270,400) | $ (55,100) |
Income tax benefit at statutory rate | 21% | 21% |
State income taxes, net of federal benefit | $ (73,100) | $ (21,000) |
State income taxes, net of federal benefit | 5.70% | 8% |
Nondeductible expenses | $ 50,100 | $ 35,700 |
Nondeductible expenses | (3.90%) | (13.60%) |
Other | $ 22,800 | |
Other | (1.80%) | 0% |
Change in valuation allowance | $ 270,600 | $ 40,400 |
Change in valuation allowance | (21.00%) | (15.40%) |
Provision for income tax benefit | ||
Provision for income tax benefit | 0% | 0% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Development total cost | $ 1,200,000 |
Supplier cost | 1,025,000 |
Remaining due amount | $ 175,000 |
General and Administrative Ex_2
General and Administrative Expense (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
General and Administrative Expense [Abstract] | |
Advertising expense | $ 49,000 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Earnings Per Share [Abstract] | ||
Warrants outstanding | 3,398,916 | 1,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 31, 2022 USD ($) |
Subsequent Events [Abstract] [Standard Label] | |
Lease term | 3 years |
Rental amount | $ 3,200 |