XML 67 R53.htm IDEA: XBRL DOCUMENT v3.23.1
NOTE 8 - CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2022
Nov. 30, 2021
Jun. 30, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 15, 2022
Short-Term Debt [Line Items]            
Proceeds from Convertible Debt       $ 2,183,208  
Interest Expense       575,777 65,316  
Deposit Liabilities, Accrued Interest       0 21,415  
Stock Issued During Period, Value, Conversion of Convertible Securities       $ 2,353,048 $ 25,000  
Common Stock [Member]            
Short-Term Debt [Line Items]            
Debt Instrument, Convertible, Conversion Price           $ 0.50
Stock Issued During Period, Shares, Conversion of Convertible Securities       4,706,096 2,500,000  
Stock Issued During Period, Value, Conversion of Convertible Securities       $ 47,061 $ 25,000  
Offering [Member]            
Short-Term Debt [Line Items]            
Proceeds from Notes Payable     $ 2,112,150      
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net     104,572      
Proceeds from Convertible Debt     $ 2,007,578      
Debt Instrument, Interest Rate Terms     Interest at the rate equal to 2% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days will be due on all outstanding notes.      
Offering [Member] | Voluntary Conversion [Member]            
Short-Term Debt [Line Items]            
Debt Instrument, Convertible, Terms of Conversion Feature     Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock of the Company at the conversion price of $1.15 per share.      
Offering [Member] | Mandatory Conversion [Member]            
Short-Term Debt [Line Items]            
Debt Instrument, Convertible, Terms of Conversion Feature     Mandatory Conversion. Upon sixty (60) days from the date the Company files a Form 10 registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share.      
Nov 2021 Offering [Member]            
Short-Term Debt [Line Items]            
Proceeds from Notes Payable   $ 175,630        
Debt Instrument, Term   18 months        
Nov 2021 Offering [Member] | Voluntary Conversion [Member]            
Short-Term Debt [Line Items]            
Debt Instrument, Convertible, Terms of Conversion Feature   Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share.        
Debt Instrument, Interest Rate Terms   Interest at the rate equal to 2% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days will be due on all outstanding notes.        
Nov 2021 Offering [Member] | Mandatory Conversion [Member]            
Short-Term Debt [Line Items]            
Debt Instrument, Convertible, Terms of Conversion Feature   Mandatory Conversion. Upon sixty (60) days from the date the Company files a Form 10 registration statement with the Securities and Exchange Commission (the “SEC”), all of the accrued interest and unpaid principal balance of this Note shall automatically convert into fully paid and non- assessable shares of common stock of the Company at the conversion price of $1.15 per share.        
Jun 2021 And Nov 2021 Offering Amendment 1 [Member] | Voluntary Conversion [Member]            
Short-Term Debt [Line Items]            
Debt Instrument, Convertible, Terms of Conversion Feature Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non- assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $1.15 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs.          
Jun 2021 And Nov 2021 Offering Amendment 2 [Member] | Voluntary Conversion [Member]            
Short-Term Debt [Line Items]            
Debt Instrument, Convertible, Terms of Conversion Feature Voluntary Conversion. Investor may, at his/her/its sole option, at any time after nine (9) months, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company at the conversion price of $0.50 per share (the “Conversion Price”). A notice of Conversion is included as Exhibit “A.” If the Company shall at any time or from time to time after issuance of this Note, effect a stock split of the outstanding common stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the issuance of this Note, combine the outstanding shares of common stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6 shall be effective at the close of business on the date the stock split or combination occurs.”          
Convertible Loans [Member]            
Short-Term Debt [Line Items]            
Interest Expense       43,853 21,415  
Amortization of Debt Discount (Premium)       $ 69,714 $ 34,858