Creative Medical Technology (CELZ) 10-K 30 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 15, 2022	Jun. 30, 2021
Cover [Abstract]
Entity Registrant Name	CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.
Entity Central Index Key	0001187953
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		6,514,723
Entity Public Float			$ 38,245,340
Document Annual Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	000-53500
Entity Tax Identification Number	87-0622284
Entity Incorporation State Country Code	NV
Entity Address Address Line 1	211 E Osborn Road
Entity Address City Or Town	Phoenix
Entity Address State Or Province	AZ
Entity Address Postal Zip Code	85012
City Area Code	480
Local Phone Number	399-2822
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	CELZ
Security Exchange Name	NASDAQ
Auditor Name	Haynie & Company
Auditor Location	Salt Lake City, Utah
Auditor Firm Id	457

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash	$ 10,723,870	$ 98,012
Accounts receivable	2,485	0
Inventory	10,866	0
Total Current Assets	10,737,221	98,012
OTHER ASSETS
Other assets	3,281	0
Licenses, net of amortization	527,679	619,763
TOTAL ASSETS	11,268,181	717,775
CURRENT LIABILITIES
Accounts payable	761,862	350,899
Accrued expenses	24,385	159,771
Management fee and patent liabilities - related parties	250,000	468,782
Convertible notes payable, net of discount of $0 and $409,649, respectively	0	788,701
Advances from related party	14,194	10,800
Derivative liabilities	0	38,741,832
Total Current Liabilities	1,050,441	40,520,785
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 7,000,000 and 7,000,000 shares authorized, no shares issued and outstanding at December 31, 2021 and 2020	0	0
Common stock, $0.001 par value, 25,000,000 and 6,000,000,000 shares authorized; 6,338,872 and 1,537,082 issued and 6,338,864 and 1,537,074 outstanding at December 31, 2021 and 2020, respectively	6,339	1,537
Additional paid-in capital	53,879,215	22,082,689
Accumulated deficit	(43,667,814)	(61,890,236)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	10,217,740	(39,803,010)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	11,268,181	717,775
Preferred Stock Series A [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 7,000,000 and 7,000,000 shares authorized, no shares issued and outstanding at December 31, 2021 and 2020	0	3,000
Preferred Stock Series B [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 7,000,000 and 7,000,000 shares authorized, no shares issued and outstanding at December 31, 2021 and 2020	0	0
Preferred Stock Series C [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 7,000,000 and 7,000,000 shares authorized, no shares issued and outstanding at December 31, 2021 and 2020	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Debt discount, convertible notes payable	$ 0	$ 409,649
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	25,000,000,000	6,000,000,000
Common stock, shares issued	6,338,872	1,537,082
Common stock, shares outstanding	6,338,864	1,537,074
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	7,000,000	7,000,000
Preferred Stock Series A [Member]
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, shares issued	0	3,000,000
Preferred stock, shares outstanding	0	3,000,000
Preferred Stock Series B [Member]
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred Stock Series C [Member]
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	500	500
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 87,754	$ 164,500
Cost of revenues	47,949	50,596
Gross profit	39,805	113,904
OPERATING EXPENSES
Research and development	109,180	0
Selling, general and administrative	2,964,490	1,161,947
Amortization of patent costs	92,084	66,792
TOTAL EXPENSES	3,165,754	1,228,739
Operating loss	(3,125,949)	(1,114,835)
OTHER INCOME/(EXPENSE)
Interest expense	(4,278,433)	(1,229,590)
Gain on extinguishment of convertible notes	585,601	0
Change in fair value of derivatives liabilities	26,030,549	(33,980,805)
Total other income (expense)	22,337,717	(35,210,395)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	19,211,768	(36,325,230)
Provision for income taxes	0	0
NET INCOME (LOSS)	$ 19,211,768	$ (36,325,230)
BASIC NET INCOME (LOSS) PER SHARE	$ 7.37	$ (62.69)
DILUTED NET INCOME (LOSS) PER SHARE	$ 5.61	$ (62.69)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC	2,605,057	579,461
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED	3,248,619	579,461

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Series A, Preferred Stock	Series B, Preferred Stock	Series C Preferred Stock	Common Stock	Additional Paid In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2019		3,000,000			44,978
Balance, amount at Dec. 31, 2019	$ (8,071,499)	$ 3,000	$ 0	$ 0	$ 45	$ 17,490,462	$ (25,565,006)
Common stock issued for related party management and patent liabilities, shares					128,630
Common stock issued for related party management and patent liabilities, amount	160,000	0	0	0	$ 129	159,871	0
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares					1,363,463
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount	1,366,705	0	0	0	$ 1,363	1,365,342	0
Beneficial conversion feature issued with Allogenics patent liability	101,351	0	0	0	0	101,351	0
Stock-based compensation	170,323	0	0	0	0	170,323	0
Relief of derivative liabilities	2,795,340	0	0	0	$ 0	2,795,340	0
Differences in shares from reverse stock split, shares					3
Differences in shares from reverse stock split, amount	0	0	0	0	$ 0	0	0
Net loss	(36,325,230)	$ 0	0	0	$ 0	0	(36,325,230)
Balance, shares at Dec. 31, 2020		3,000,000			1,537,074
Balance, amount at Dec. 31, 2020	(39,803,010)	$ 3,000	0	0	$ 1,537	22,082,689	(61,890,236)
Common stock issued for related party management and patent liabilities, shares					89,286
Common stock issued for related party management and patent liabilities, amount	50,000	0	0	0	$ 89	49,911	0
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares					789,727
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount	1,383,332	0	0	0	$ 790	1,382,542	0
Beneficial conversion feature issued with Allogenics patent liability	0
Stock-based compensation	595,380	0	0	0	0	595,380	0
Relief of derivative liabilities	12,364,084	0	0	0	$ 0	12,364,084	0
Differences in shares from reverse stock split, shares					5,621
Differences in shares from reverse stock split, amount	0	0	$ 0	$ 0	$ 6	(6)	0
Net loss	19,211,768
Proceeds from sales of preferred stock, shares			350	150	4,286
Proceeds from sales of preferred stock, amount	462,000	0	$ 321,000	$ 141,000	$ 4	4	0
Proceeds from sales of common stock, net of issuance costs, shares					3,875,000
Proceeds from sales of common stock, net of issuance costs, amount	14,758,488	0	0	0	$ 3,875	14,754,613	0
Offering costs	(105,180)	0	0	0	0	(105,180)	0
Dividends on preferred stock	(27,725)	0	0	0	$ 0	(27,725)	0
Cashless exercise of warrants, shares					37,870
Cashless exercise of warrants, amount	0	0	0	0	$ 38	(38)	0
Warrants issued with notes payable	2,097,629	$ 0	$ 0	$ 0	0	2,097,629	0
Preferred stock redemption, shares		(3,000,000)	(350)	(150)
Preferred stock redemption, amount	(769,026)	$ (3,000)	$ (321,000)	$ (141,000)	0	(304,026)	0
Deemed dividend due to revaluation of warrants related to ratchet provision adjustment	0	0	0	0	0	989,346	(989,346)
Net income	19,211,768	0	0	0	$ 0	0	19,211,768
Balance, shares at Dec. 31, 2021					6,338,864
Balance, amount at Dec. 31, 2021	$ 10,217,740	$ 0	$ 0	$ 0	$ 6,339	$ 53,879,215	$ (43,667,814)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 19,211,768	$ (36,325,230)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Stock-based compensation	595,380	170,323
Amortization	92,084	66,792
Amortization of debt discounts	4,157,850	979,960
Change in fair value of derivatives liabilities	(26,030,549)	33,980,805
Increase in principal and accrued interest balances due to penalty provision	93,821	0
Gain on extinguishment of convertible notes	(585,601)	0
Changes in assets and liabilities:
Accounts receivable	(2,485)	5,600
Inventory	(10,866)	0
Accounts payable	410,963	30,114
Accrued expenses	20,635	167,029
Management fee payable	(168,782)	490,051
Net cash used in operating activities	(2,215,782)	(434,556)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of licenses	0	(250,000)
Net cash used in investing activities	0	(250,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable	3,887,750	0
Payments on notes payable	(5,251,176)	0
Payment of debt issuance costs	(443,239)	0
Payment of deferred offering costs	(3,281)	0
Payments on convertible notes payable	0	(17,000)
Proceeds from convertible notes payable	435,040	710,920
Proceeds from sale of preferred stock	462,000	0
Proceeds from sale of common stock	14,758,488	0
Payment of offering costs	(105,180)	0
Preferred stock redemption	(196,751)	0
Related party advances	223,394	0
Repayment of related party advances	(220,000)	0
Payments to settle convertible notes payable and warrants	(705,405)	0
Net cash provided by financing activities	12,841,640	693,920
NET INCREASE IN CASH	10,625,858	9,364
BEGINNING CASH BALANCE	98,012	88,648
ENDING CASH BALANCE	10,723,870	98,012
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments for interest	9,186	6,000
Cash payments for income taxes	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued dividends on preferred stock	27,725	0
Warrants issued with notes payable and as a service fee	2,097,629	0
Conversion of notes payable, accrued interest and derivative liabilities into common stock	13,747,415	4,162,045
Conversion of management fees and patent liability into common stock	50,000	160,000
Discounts on convertible notes payable due to derivative liabilities	134,640	0
Exchange of preferred stock for notes payable	572,275	0
Beneficial conversion feature issued with Allogenics patent liability	0	101,351
Warrants issued for ratchet provision adjustment	$ 989,346	$ 0

ORGANIZATION AND SUMMARY OF SIG

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization CMT was originally created on December 30, 2015 (“Inception”), as the urological arm of CMH to monetize a patent and related intellectual property related to the treatment of erectile dysfunction (“ED”), which it acquired from CMH in February 2016. Subsequently, the Company has expanded its development and acquisition of intellectual property beyond urology to include therapeutic treatments utilizing “re-programmed” stem cells, and the treatment of neurologic disorders, lower back pain, type I diabetes, and heart, liver, kidney and other diseases using various types of stem cells through our ImmCelz, Inc., StemSpine, Inc. and AmnioStem LLC subsidiaries. However, neither ImmCelz Inc., StemSpine Inc. nor AmnioStem LLC have commenced commercial activities. The Company currently conducts substantially all of its commercial operations through CMT, which markets and sells the Company’s CaverStem ® ® ® ® ® In 2020, through the Company’s ImmCelz Inc. subsidiary, the Company began exploring the development of treatments that utilize a patient’s own extracted immune cells that are then “reprogrammed” by culturing them outside the patient’s body with optimized stem cells. The immune cells are then re-injected into the patient from whom they were extracted. The Company believes this process endows the immune cells with regenerative properties that may be suitable for the treatment of stroke victims, among other indications. In contrast to other stem cell-based approaches, the immune cells are significantly smaller in size than stem cells and are believed to more effectively penetrate areas of the damaged tissues and induce regeneration. Risks and Uncertainties On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, to-date, the Company is experiencing a reduction in revenues due to the prioritization of medical resources to address the COVID-19 outbreak. In several of our markets, all non-essential (including elective) procedures have been placed on hold. While this has a negative financial impact to our revenues, there have been the same reductions to our costs. Additionally, since the Company maintains no inventory and requires nearly all of customers to pre-pay, there is no risk to receivables or inventory write-downs. The Company expects existing orders temporarily on hold and continued sales, training and patient treatments will resume once the physician’s offices are back to being fully operational. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company’s financial condition and the results of its operations. The Company has only recently started to generate sales and we have limited marketing and/or distribution capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if it decides to market any of its current and future products and services with an internal sales organization. Developing a marketing and sales force is also time consuming and could delay launch of its future products and services. In addition, the Company will compete with many companies that currently have extensive and well-funded marketing and sales operations. The Company’s marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing. The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance the Company’s current products and services on a timely and cost-effective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, the Company may not have the capital resources to further the development of existing and/or new ones. Use of Estimates Basis of Presentation U.S. GAAP Concentration Risks Cash Equivalents Fair Value of Financial Instrument Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2021, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations: Notes Warrants Total Derivative liability at December 31, 2020 $ 37,343,835 $ 1,397,997 $ 38,741,832 Addition of new conversion option derivatives 1,077,757 - 1,077,757 Extinguishment/modification (726,998 ) (346 ) (727,344 ) Conversion of note derivatives (10,494,316 ) (1,869,768 ) (12,364,084 ) Change in fair value (27,200,278 ) 472,117 (26,728,161 ) Derivative liability at December 31, 2021 $ - $ - $ - Intangible Assets Impairment Derivative Liabilities As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2021 and 2020, as disclosed in Notes 4 and 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification), and the change in fair value is recorded on our consolidated statement of operations. Revenue The Company generates revenue from the sale of disposable stem cell concentration kits. Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services, which is generally on delivery to the customer. Payments received for which the earnings process is not yet complete are deferred. As of December 31, 2021, the Company had no deferred revenue. Research and Development TM TM Stock-Based Compensation Income Taxes The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company will recognize interest and penalties related to unrecognized tax benefits in the income tax provision in the accompanying statement of operations. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. Basic and Diluted Income (Loss) Per Share The following is a summary of outstanding securities which have been included in the calculation of diluted net income per share and reconciliation of net income to net income available to common stockholders for the year-ended December 31, 2021. For the Year Ended December 31, 2021 Weighted average common shares outstanding used in calculating basic earnings per share 2,605,057 Effect of Series B and C preferred stock - Effect of warrants and options 643,562 Effect of convertible notes payable - Effect of convertible related party management fee and patent liabilities - Weighted average common shares outstanding used in calculating diluted earnings per share 3,248,619 Net income as reported $ 19,211,768 Add - Interest on convertible notes payable Subtract deemed dividend on warrant reset (989,346 ) Net income available to common stockholders $ 18,222,422 Diluted income per Share $ 5.61 Interest on non-convertible notes 1,151 The Company excluded 7 options and 6,604,819 warrants from the computation of diluted net income per share for the year ended December 31, 2021 as their exercise prices were in excess of the average closing market price of the Company’s common stock during that period. During the year ended December 31, 2020, the Company had 7 options and 152,738 warrants to purchase common stock outstanding; however, the effects were anti-dilutive due to the net loss. On November 10, 2021, we effected a 1-for-500 reverse split of our authorized and issued and outstanding shares of common stock. All share references have been restated for this reverse split to the earliest period presented. As a result of the split, the authorized shares of the Company’s common stock decreased to 50,000,000 shares. Recent Accounting Pronouncements

LICENSING AGREEMENTS

LICENSING AGREEMENTS	12 Months Ended
	Dec. 31, 2021
LICENSING AGREEMENTS
NOTE 2 - LICENSING AGREEMENTS	NOTE 2 – LICENSING AGREEMENTS ED Patent Multipotent Amniotic Fetal Stem Cells License Agreement The Company estimates that the patent expires in February 2026 and has elected to amortize the patent through the period of expiration on a straight-line basis. Amortization expense of $1,172 was recorded for the years ended December 31, 2021 and 2020. As of December 31, 2021, the carrying value of the patent was $4,084. The Company expects to amortize approximately $1,172 annually through 2026 related to the patent costs. Lower Back Patent · The Company is required to pay CMH $100,000 within 30 days of demand as an initial payment. · In the event the Company determines to pursue the technology via use of autologous cells, the Company will pay CMH: o $100,000 upon the signing agreement with a university for the initiation of an IRB clinical trial. o $200,000, upon completion of the IRB clinical trial. o $300,000 in the event we commercialize the technology via use of autologous cells by a physician without a clinical trial. · In the event the Company determines to pursue the technology via use of allogenic cells, the Company will pay CMH: o $100,000 upon filing an IND with the FDA. o $200,000 upon dosing of the first patient in a Phase 1-2 clinical trial. o $400,000 upon dosing the first patient in a Phase 3 clinical trial. · Payment may be made in cash or shares of our common at a discount of 30% to the lowest closing price within 20 business days prior to the conversion date. · In the event the Company’s shares of common stock trade below $0.01 per share for two or more consecutive trading days, the number of any shares issuable as payment doubles. · For a period of five years from the date of the first sale of any product derived from the patent, the Company is required to make royalty payments of 5% from gross sales of products, and 50% of sale price or ongoing payments from third parties for licenses granted under the patent to third parties. The patent expires on May 19, 2027 and the Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expense of $10,000 was recorded for the years ended December 31, 2021 and 2020. As of December 31, 2021, the carrying value of the initial patent license was $55,000. The Company expects to amortize approximately $10,000 annually through 2027 related to the patent costs. The Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expense of $45,940 was recorded for the years ended December 31, 2021 and 2020. As of December 31, 2021, the carrying value of the patent was $202,314. The Company expects to amortize approximately $46,000 annually through 2027 related to the patent costs. ImmCelz™ · Licensee shall pay Licensor a license fee of $250,000 (the “Upfront Royalty”), which can also be paid in CELZ stock at a discount of 25% of the closing price of $0.0037, which is based on the date of this agreement · Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, Licensee will pay Licensor five percent (5%) of the Net Income of ImmCelz™. during such calendar quarter (the “Continuing Royalty”) · in one or a series of related transactions, of all or substantially all of the business or assets of Licensee ImmCelz, Inc. (“Sale of Assets”) will result in a one-time ten-percent allocation to the licensor, the Continuing Royalty will be calculated at five percent (5%) of the Net Income of Licensee in any calendar quarter in which the Net Income in such calendar quarter reflects the receipt of any consideration from such Sale of Assets. To date, the Company has not made any payments to Jadi Cell under this agreement, other than the $250,000 initial license fee, which was paid by the issuance of 180,180 shares of common stock to Jadi Cell in February 2022. The Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expense of $25,000 and $0 were recorded for the years ended December 31, 2021 and 2020. As of December 31, 2021, the carrying value of the patent was $225,000. The Company expects to amortize approximately $25,000 annually through 2030 related to the patent costs. As of December 31, 2021, future expected amortization of these assets is as follows: For the year ended December 31, 2022 92,085 2023 92,085 2024 92,085 2025 91,084 2026 60,388 Thereafter 100,000 Total $ 527,677 The following is a rollforward of the Company’s licensing agreements for the year end December 31, 2021. Assets Accumulated Amortization Balances at December 31, 2020 $ 760,000 $ (140,237 ) Addition of new assets - Amortization - (92,084 ) Balances at December 31, 2021 $ 760,000 $ (232,321 )

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
NOTE 3 - RELATED PARTY TRANSACTIONS	NOTE 3 – RELATED PARTY TRANSACTIONS Management Reimbursement Agreement On November 17, 2017, the Company entered into a Management Reimbursement Agreement with CMH, a related party whose directors and executive officers include the Company’s officers and directors. Pursuant to this agreement, during 2019 and 2020, and until September 16, 2021, the Company reimbursed CMH an aggregate of $45,000 per month for the services of management and consultants employed by CMH (including the Company’s Chief Executive Officer and Chief Financial Officer, and the Company’s former directors Dr. Patel and Dr. Ichim). The agreement provided that at the option of CMH, the reimbursable amounts may be paid from time to time in shares of common stock of the Company at a price equal to a 30% discount to the lowest closing price during the 20 trading days prior to time the notice is given. The Agreement may be terminated by either party upon 30 days’ prior written notice. This agreement was terminated effective September 15, 2021. At December 31, 2020, the Company owed CMH $18,782 under this agreement, and at December 31, 2021, no amounts were owed CMH under this agreement. Debt Settlement Agreement On January 12, 2018, the Company entered into a Debt Settlement Agreement with Timothy Warbington, the Company’s Chief Executive Officer, under which the Company issued 3,000,000 shares of super-voting Series A Preferred Stock to Mr. Warbington in exchange for the cancellation of $150,000 of debt owed by the Company to CMH, which CMH in turn was obligated to pay Mr. Warbington. The Series A Preferred Stock previously provided Mr. Warbington with substantial control over all matters subject to a vote of the Company’s shareholders. Mr. Warbington surrendered the Series A Preferred Stock to the Company in December 2021 immediately prior to the closing of the Company’s public offering in exchange for $150,000 plus 8% interest on such amount from January 2018 until the date of surrender. Jadi Cell License Agreement On December 28, 2020, the Company entered into a patent license agreement with Jadi Cell, LLC, a company owned and controlled by Dr. Amit Patel, a former director of the Company. The agreement provides Company with an exclusive, worldwide license to U.S. Patent No. 9,803,176 “Methods and compositions for the clinical derivation of an allogenic cell and therapeutic uses” and the proprietary process of expanding the master cell bank of Jadi Cell LLC, in the field of enhancing autologous cells. The agreement is described in detail in Note 2 above. To date, the Company has not made any payments to Jadi Cell under this agreement, other than the $250,000 initial license fee, which was paid by the issuance of 180,180 shares of common stock to Jadi Cell in February 2022. StemSpine Patent Purchase The Company acquired U.S. Patent No. 9,598,673 covering the use of various stem cells for the treatment of lower back pain from its affiliate CMH pursuant to a Patent Purchase Agreement dated May 17, 2017, which was amended in November 2017. The inventors of the patent were Thomas Ichim, PhD and Amit Patel, MD, former directors of the Company, and Annette Marleau, PhD. The Patent Purchase Agreement is described in detail in Note 2 above. Pursuant to the Patent Purchase Agreement, the Company paid CMH the $100,000 obligation of the initial payment due under this agreement, by a $50,000 cash payment and the issuance of 6,667 shares of common stock on December 12, 2020. On December 31, 2020, following the Company’s announcement with respect to the clinical commercialization of the StemSpine technology, the Company paid CMH $50,000 of the $300,000 obligation due under this agreement through the issuance of 133 shares of common stock. On September 30, 2021 the Company paid CMH an additional $40,000 of the $300,000 obligation due under this agreement through the issuance of 84,656 shares of common stock, and in January 2021 the Company paid CMH an additional $50,000 of the $300,000 obligation due under this agreement through the issuance of 89,286 shares of common stock. The remaining portion of the $300,000 obligation has been paid in cash. Insider Loans On May 28, 2021, Timothy Warbington, who is our CEO and Chairman; and Dr. Amit Patel, who was formerly a director of ours, advanced the Company $50,000 and $150,000 respectively. The two notes were repaid during the quarter ended September 30, 2021, did not have any conversion features, and bore interest at the rate of 5% per annum.

DEBT

DEBT	12 Months Ended
	Dec. 31, 2021
DEBT
NOTE 4 - DEBT	NOTE 4 – DEBT On August 11, 2021, we completed the sale of 15% Original Issue Discount Senior Notes (“Bridge Notes”) in the aggregate principal amount of $4,456,176 to a group of institutional investors (the “Purchasers”). In connection with the sale of the Bridge Notes, holders of our shares of Series B Preferred Stock and Series C Preferred Stock exchanged such preferred stock for additional Bridge Notes in the aggregate principal amount of $690,000. The Bridge Notes were set to mature on February 11, 2022, subject to the requirement that we redeem the Bridge Notes prior to such date with the net proceeds of any future offering of our securities. The Notes did not bear interest other than upon an event of default, and were not convertible into the Company’s common stock. In addition, the Notes were subject to covenants, events of defaults and other terms and conditions customary in transactions of this nature. The Company amortized the on-issuance discount and financing fees totaling $758,426 to interest expense with respect to these notes. The notes were repaid in full on December 6, 2021 following the completion of the Company’s public offering (see Note 7). The Company also issued to the purchasers of the Bridge Notes five-year warrants to purchase an aggregate of 363,046 shares of our common stock at an initial exercise price of $14.175 per share, subject to anti-dilution adjustments in the event of future sales of our equity below the then exercise price, stock dividends, stock splits and other specified events. These warrants were valued based on the Black-Scholes valuation model (see Note 5 for assumptions used), and then recorded as a discount to the Bridge Notes based on their relative fair value of approximately $1,846,000. Roth Capital Partners (“Roth”), acted as sole placement agent for the offering. Pursuant to terms of an engagement letter with Roth, the Company paid Roth a placement agent fee in the amount $312,750. The Company also issued Roth a warrant to purchase 20,189 shares of common stock with the same terms as the warrants issued to the Purchasers. These warrants were valued based on the Black-Scholes valuation model (see Note 5 for assumptions used), and then recorded as an additional discount in the amount of approximately $252,000 to the Bridge Notes. The full amount of the discount on the Bridge Notes, including that arising from on-issuance discounts, fees and issuance costs, and warrants totaling approximately $3,299,000 was amortized to interest expense during the year ended December 31, 2021 as the notes were repaid in full on December 6, 2021 as noted above. During 2021, we also issued $498,800 in convertible notes to accredited investors with net proceeds of $435,040, which were repaid in full during 2021. The notes were to mature during February and July of 2022 and bore interest rate of 8%. The notes were convertible into shares of the Company’s common stock at conversion prices ranging from 60% to 71% of the average of the two lowest traded prices or the lowest trade price of the Company’s common stock during the previous 15 trading days preceding the conversion date. The Company amortized the discount due to derivative liabilities and on-issuance discount totaling $443,905 to interest expense with respect to these notes. On June 21, 2021, we issued a $105,000, non-convertible note to an accredited investor with net proceeds of $100,000. The note was repaid during the quarter ended September 30, 2021, did not have any conversion features, and bore interest at the rate of 10% per annum. During the year ended December 31, 2021, the Company issued an aggregate of 789,727 shares upon the conversion of $1,383,332 of outstanding principal, interest and fees on outstanding notes, and 37,870 shares upon the cashless exercise of 43,167 warrants. As of December 31, 2021, the Company had no outstanding loans. During 2020, we issued $831,140 in convertible notes to accredited investors with net proceeds of $710,920. The notes matured from February through December of 2021 and bore interest at a rate of 8%. The notes were convertible into shares of the Company’s common stock at conversion prices ranging from 60% to 71% of the average of the two lowest traded prices of the Company’s common stock during the previous 15 trading days preceding the conversion date, the lowest trade price during the previous 20 trading days, or the volume weighted average price over the prior 15 trading days. The Company amortized the on-issuance discounts of $828,710 to interest expense using the straight-line method over the original terms of the loans. During 2020, the Company amortized $979,959 to interest expense. As of December 31, 2020, a discount of $409,650 remained. During 2020, we issued an aggregate of 1,363,463 shares upon the conversion of $1,366,705 of outstanding principal, interest and fees on existing, outstanding notes.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 2021
DERIVATIVE LIABILITIES
NOTE 5 - DERIVATIVE LIABILITIES	NOTE 5 – DERIVATIVE LIABILITIES Derivative Liabilities In connection with convertible notes payable, the Company records derivative liabilities for the conversion feature. The derivative liabilities are valued on the date the convertible note payable become convertible and revalued at each reporting period. During 2021, the Company recorded initial derivative liabilities of $1,077,757 based upon the following Black-Scholes option pricing model average assumptions: an exercise price of $5.30 to $12.40 our stock price on the date of grant of $17.00 to $40.30, expected dividend yield of 0%, expected volatility of 75.03% to 98.14%, risk free interest rate of 0.10% and expected terms of 1.0 year. Upon initial valuation, the derivative liabilities exceeded the face values certain of the convertible notes payable by approximately $697,602, which was recorded as a day one loss in derivative liability. In March 2021, the derivatives were re-valued at $2,275,578, producing a gain of $28,476,039 related to the change in fair market value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following average assumptions: an exercise price of $0.0008 to 3.0900, our stock price on the date of valuation ($0.0332), expected dividend yield of 0%, expected volatility of 93.05% to 102.96%, risk-free interest rate of 0.07% to 0.35%, and expected terms ranging from 0.5 to 3.3 years. In August 2021, we completed the sale of 15% Original Issue Discount Senior Notes (“Bridge Notes”) in the aggregate principal amount of $4,456,176 to a group of institutional investors (the “Purchasers”). A portion of the proceeds were used to repay the principal, accrued interest, pre-payment fees and other premiums of all the outstanding convertible notes as well as all previously outstanding warrants with re-pricing and anti-dilutive features. The result was $0 in derivative liabilities as of December 31, 2021. During the year ended December 31, 2020, the Company recorded initial derivative liabilities of $2,572,723 based upon the following Black-Scholes option pricing model average assumptions: an exercise price of 0.40 to $0.60 our stock price on the date of grant of $1.70 to $18.25, expected dividend yield of 0%, expected volatility of 103.79% to 131.89%, risk free interest rate of 0.16% to 1.62% and an expected term of 1.0 year. Upon initial valuation, the derivative liability exceeded the face value certain of the convertible note payables by approximately $1,864,233, which was recorded as a day one loss on derivative liability. On December 31, 2020, the derivative liabilities were revalued at $38,741,832 resulting in a loss of $33,980,805 related to the change in fair market value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following average assumptions: an exercise price of $0.40 to $6.70, our stock price on the date of valuation $13.90, expected dividend yield of 0%, expected volatility of 98.14% to 100.94%, risk-free interest rate of 0.17%, and expected terms ranging from 0.50 to 3.57 years.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2021
STOCK-BASED COMPENSATION
NOTE 6 - STOCK-BASED COMPENSATION	NOTE 6 – STOCK-BASED COMPENSATION On September 6, 2021, the Company’s Board of Directors and holders of a majority of the voting power of the Company’s stockholders approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), and reserved 600,000 shares of common stock for the issuance of awards thereunder. The 2021 Plan provides for the granting to our employees, officers, directors, consultants and advisors of performance awards payable in shares of common stock, stock options (non-statutory and incentive), restricted stock awards, stock appreciation rights (“SARs”), restricted share units (“RSUs”) and other stock-based awards. The purpose of the 2021 Plan is to secure for the Company and its stockholders the benefits arising from capital stock ownership by eligible participants who are expected to contribute to the Company’s future growth and success. As of December 31, 2021, no awards had been granted under the 2021 Plan. The Company has also reserved 27 shares under its 2016 Stock Incentive Plan (the “Prior Plan”). In July and September 2016, the Company granted 10-year options to two parties under the Prior Plan for accepting appointment to the Company’s scientific advisory board. Each award consisted of options to purchase up to 7 shares at $87.50 per share. The options vest at a rate of 1.4 on each anniversary date of the respective grants. The options are accounted for as non-employee stock options and thus revalued for reporting purposes at the end of each quarter. The Company does not expect to make any future awards under the Prior Plan. During 2021 and 2020, the fair market value of the options was insignificant to the financial statements. Since the expected life of the options was greater than the Company’s historical stock information available, the Company determined the expected volatility based on price fluctuations of comparable public companies. There were no options issued during the years ended December 31, 2021 and 2020. Option activity for the years ended December 31, 2021 and 2020 consists of the following: Stock Options Weighted Average Exercise Price Weighted Average Life Remaining Outstanding, December 31, 2019 7 $ 13,125 6.65 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2020 7 $ 13,125 5.64 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2021 7 $ 13,125 4.64 Vested, December 31, 2021 7 $ 13,125 4.64 See Note 2 for discussion related to the issuance of common stock in connection with licensing agreements. See Note 4 and 5 for discussion regarding warrants issued with convertible notes payable. See Note 7 for warrants issued in connection with the December 2021 public offering. Inputs Used Annual dividend yield $ - Expected life (years) 3.0 Risk-free interest rate 1.13 % Expected volatility 93.09 % Common stock price $ 15.00 From April through September 2020, we granted 23,262 three-year warrants to a vendor for services rendered at exercise prices ranging from $1.45 to $3.50. The value of the warrants was determined to be $35,670 based upon the Black-Scholes method, see variables used below. In December 2020, we granted a total of 60,000 warrants to three of our board members at that time, Dr. Ichim, Dr. Patel, and Donald Dickerson (Mr. Dickerson remains a board member) at an exercise price of $2.00. The value of the warrants was determined to be $102,081 based upon the Black-Scholes method, see variables used below. As of December 31, 2021, future estimated stock-based compensation expected to be recorded was estimated to be $0. The fair value of each warrant award is estimated using the Black-Scholes valuation model. Assumptions used in calculating the fair value during the year ended December 31, 2020 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 3.0 Risk-free interest rate 0.11% to 0.94 % Expected volatility 95.27% to 106.51 % Common stock price $ 1.45 to 9.50 See Note 7 for warrant rollforward.

STOCKHOLDERS EQUITY (DEFICIT)

STOCKHOLDERS EQUITY (DEFICIT)	12 Months Ended
	Dec. 31, 2021
STOCKHOLDERS EQUITY (DEFICIT)
NOTE 7 - STOCKHOLDERS' DEFICIT	NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT) December 2021 Public Offering On December 7, 2021, we sold an aggregate of 3,875,000 shares of our common stock, and accompanying warrants to purchase 3,875,000 shares of common stock at an exercise price of $4.13 per share, at a combined public offering price to the public of $4.13 per share of common stock and related Warrant, pursuant to an Underwriting Agreement we entered into with Roth Capital Partners, LLC. We received gross proceeds of $16,003,750, before deducting underwriting discounts and commissions of seven percent (7%) of the gross proceeds and offering expenses. As a result of the offering, the exercise price of our Warrants issued together with our Bridge Notes was reduced to the $4.13. Series B Convertible Preferred Stock Equity Financing On February 11, 2021, the Board of Directors authorized the issuance of up to 350 shares of preferred stock, $0.001 par value per share, designated as Series B Convertible Preferred Stock. Each share of Preferred Stock had a par value of $0.001 per share and a stated value of $1,200. On February 12, 2021, the Company issued 350 shares of the Series B Convertible Preferred Stock to BHP Capital, LLC (“BHP”) for which $326,600 in proceeds were received by the Company. In connection with the closing, the Company issued BHP an additional 3,000 shares of common stock as a service fee. The Company has accounted for the transaction with equity as the proceeds received was considered consideration for all securities issued. In August 2021, the preferred shares were redeemed at 120% of their stated value per the terms of their designations through the issuance of Bridge Notes as described in Note 4. On November 22, 2021, the Company filed a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock with the State of Nevada. Series C Convertible Preferred Stock Equity Financing On March 30, 2021, the Board of Directors authorized the issuance of up to 150 shares of preferred stock, $0.001 par value per share, designated as Series C Convertible Preferred Stock. Each share of Preferred Stock had a par value of $0.001 per share and a stated value of $1,200. On March 30, 2021, the Company issued 150 shares of Series C Convertible Preferred Stock to Fourth Man, LLC (“FM”) for a purchase price of $150,000, or $1,000 per share, for which $141,049 in proceeds were received by the Company. In connection with the closing, the Company issued FM an additional 642,857 shares of common stock as a service fee. The Company has accounted for the transaction with equity as the proceeds received was considered consideration for all securities issued. In August 2021, the preferred shares were redeemed at 120% of their stated value per the terms of their designations through the issuance of Bridge Notes as described in Note 4. On November 22, 2021, the Company filed a Certificate of Withdrawal of Designation of the Series C Convertible Preferred Stock with the State of Nevada. Warrants During 2021, the Company granted ten-year warrants to three board members to purchase an aggregate of 30,000 shares of common stock at a price of $15.00 per share. In connection with our August 2021 bridge financing, we issued five-year warrants to purchase 383,235 shares of common stock at an exercise price of $4.18 per share. During April and May of 2021, the Company granted five-year warrants to various employees and scientific board members to purchase an aggregate of 28,020 shares of common stock at exercise prices varying from $14.00 to $15.00. In connection with our December 2021 public offering, we issued five-year warrants to purchase 5,191,365 shares of common stock at an exercise price of $4.13 per share. In conjunction with the December 2021 public offering we also increased outstanding warrants associated with anti-dilution features of the August 2021 bridge financing to purchase 932,104 shares of common stock at an exercise price of $4.13. For the year-ended 2021, there were 43,167 warrants converted into common shares through cashless conversions. As of December 31, 2021, warrants to purchase 6,604,820 shares of common stock were outstanding. Assumptions used in calculating the fair value of the warrants issued in 2021 were as follows: Range of Inputs Used Annual dividend yield $ - Expected life (years) 2.7 to 10.0 Risk-free interest rate 0.23% to 1.26 % Expected volatility 92.93 to 98.81 % Common stock price $ 1.68 to 17.00 During 2020, the Company granted ten-year warrants to three board members to purchase an aggregate of 60,000 shares of common stock at a price of $2.00 per share, and three-year warrants to a service provider to purchase an aggregate 23,262 shares of common stock at prices ranging from $1.45 to $3.50 per share. For the year ended December 31, 2020, outstanding warrants were increased from the initial issuance of 291 warrants to 69,063 to reflect the terms of the existing warrant agreements. For the year ended December 31, 2020 there were no warrants converted into common shares through cashless conversions. As of December 31, 2020, warrants to purchase 152,746 shares of common stock were outstanding. Assumptions used in calculating the fair value of the warrants issued in 2020 were as follows: Range of Inputs Used Annual dividend yield $ - Expected life (years) 3.0 Risk-free interest rate 0.11% to 0.29 % Expected volatility 99.24% to 106.51 % Common stock price $ 1.45 to 2.50 Warrant activity for the years ended December 31, 2021 and 2020 consists of the following: Warrants Weighted Average Exercise Price Weighted Average Life Remaining Outstanding, December 31, 2019 10,081 $ 45.00 3.08 Issued 83,262 Exercises - Anti-Dilution Modifications 59,395 Forfeiture/Cancellations - - Outstanding, December 31, 2020 152,738 $ 2.85 2.47 Issued 5,632,621 Exercises (43,167 ) Anti-Dilution Modifications 932,104 - Forfeiture/Cancellations (69,475 ) - Outstanding, December 31, 2021 6,604,820 $ 4.27 4.85 See Note 5 for discussion regarding anti-dilution and modifications related to warrants accounted for as derivative liabilities. See Note 2 for discussion related to the issuance of common stock in connection with licensing agreements. See Note 3 for discussion related to the issuance of common stock to a related party for cash.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2021
INCOME TAXES
NOTE 8 - INCOME TAXES	NOTE 8 – INCOME TAXES The provision for income tax expense consists of the following at December 31, 2021 and 2020: 2021 2020 Income tax provision attributable to: Federal $ (325,596 ) $ (250,771 ) State and local (9,460 ) (69,671 ) Valuation allowance 416,056 320,442 Net provision for income tax $ - $ - Deferred tax assets consist of the following at December 31, 2021 and 2020: 2021 2020 Deferred tax asset attributable to: Net operating loss carryover $ 2,097,315 $ 1,593,282 Accrued management fees, related party 67,086 155,063 Valuation allowance (2,164,401 ) (1,748,345 ) Net deferred tax asset $ - $ - 2021 2020 Tax at federal statutory rate 21.0 % 21.0 % State, net of federal benefit (0.2 )% 0.2 % Change in temporary differences (0.0 )% (0.0 )% Permanent differences (23.8 ) (20.2 )% Valuation allowance 2.2 % (0.9 )% Provision for taxes - As of December 31, 2021, the Company had federal and state gross net operating loss carryforwards of approximately $8.3 million. The federal and state net operating losses and tax credits expire in years beginning in 2036. Under Section 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. To date, the Company hasn’t experienced “ownership changes” under section 382 of the Code and comparable state tax laws. As of December 31, 2021, the Company estimates that none of the federal and state net operating losses will be limited under Section 382 of the Code. As of December 31, 2021, and 2020, the Company maintained a full valuation allowance on its net deferred tax assets. The valuation allowance was determined in accordance with the provisions of ASC 740, Accounting for Income Taxes, which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses required that a full valuation allowance be recorded against all net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance. The applicable federal and state rates used in calculating the deferred tax provision was 21.0% and 8.9%, respectively. The Company files income tax returns in the U.S. and Arizona. All years presented remain subject to examination for U.S. federal and state purposes. The Company is not currently under examination in federal or state jurisdictions.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES
NOTE 9 - COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIES In April 2016, we entered into an agreement with Spencer Clarke, LLC to perform banking services. We believe that no banking services were provided under the agreement, and as a result we terminated the agreement in June 2016. Spencer Clarke, LLC subsequently commenced an arbitration proceeding against us asserting that it was entitled to fees under the agreement. Thereafter, in April 2019, Spencer Clarke, LLC was awarded $600,749 by the Commercial Arbitration Tribunal of the American Arbitration Association in the Matter of Arbitration, Case Number 01-18-0003-3441 and confirmed by the Ney York Superior court in May 2020. In 2021, we appealed the award in New York Supreme Court. Throughout the course of the proceedings, our litigation counsel indicated a probability of success on appeal. Therefore, we did not accrue any liability. On December 13, 2021 the appeal was denied.. As a result, we accrued a $707,116 liability for the arbitration award in December 2021, and paid the entire amount in January and March 2022. As a result, this matter is resolved, the award has been paid and there are no obligations from either party.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
SUBSEQUENT EVENTS
NOTE 10 - SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS On February 9, 2022, the Company entered into written Employments Agreements with Timothy Warbington, the Company’s Chief Executive Officer; and Donald Dickerson, the Company’s Chief Financial Officer (together, the “Executives”). The Employment Agreements are identical in all material respects other than with respect to base salary, which remains $330,000 per annum for Mr. Warbington, and $300,000 per annum for Mr. Dickerson. Additional terms of the Employment Agreements include the following: · Each Employment Agreement is for a three-year term, subject to automatic renewal for successive three-year periods unless either party provides notice of non-renewal prior to the then end of the term. · Each Executive is entitled to an annual cash bonus targeted at 30% of his base salary. · Each Executive is entitled to an annual grant of an option to purchase a number of shares of common stock of the Company with a value as of the date of grant of 30% of the Executive’s base salary, vesting over a three-year period. The initial stock option grant under each Employment Agreement was made on February 9, 2022. · In the event of the termination of the Executive’s employment by the Company other than for Cause, or by the Executive for Good Reason (as such terms are defined in the Employment Agreement), the Executive will be entitled to continued payment of base salary and annual bonuses for two years.

ORGANIZATION AND SUMMARY OF S_2

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization	Organization CMT was originally created on December 30, 2015 (“Inception”), as the urological arm of CMH to monetize a patent and related intellectual property related to the treatment of erectile dysfunction (“ED”), which it acquired from CMH in February 2016. Subsequently, the Company has expanded its development and acquisition of intellectual property beyond urology to include therapeutic treatments utilizing “re-programmed” stem cells, and the treatment of neurologic disorders, lower back pain, type I diabetes, and heart, liver, kidney and other diseases using various types of stem cells through our ImmCelz, Inc., StemSpine, Inc. and AmnioStem LLC subsidiaries. However, neither ImmCelz Inc., StemSpine Inc. nor AmnioStem LLC have commenced commercial activities. The Company currently conducts substantially all of its commercial operations through CMT, which markets and sells the Company’s CaverStem ® ® ® ® ® In 2020, through the Company’s ImmCelz Inc. subsidiary, the Company began exploring the development of treatments that utilize a patient’s own extracted immune cells that are then “reprogrammed” by culturing them outside the patient’s body with optimized stem cells. The immune cells are then re-injected into the patient from whom they were extracted. The Company believes this process endows the immune cells with regenerative properties that may be suitable for the treatment of stroke victims, among other indications. In contrast to other stem cell-based approaches, the immune cells are significantly smaller in size than stem cells and are believed to more effectively penetrate areas of the damaged tissues and induce regeneration.
Risks and Uncertainties	Risks and Uncertainties On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, to-date, the Company is experiencing a reduction in revenues due to the prioritization of medical resources to address the COVID-19 outbreak. In several of our markets, all non-essential (including elective) procedures have been placed on hold. While this has a negative financial impact to our revenues, there have been the same reductions to our costs. Additionally, since the Company maintains no inventory and requires nearly all of customers to pre-pay, there is no risk to receivables or inventory write-downs. The Company expects existing orders temporarily on hold and continued sales, training and patient treatments will resume once the physician’s offices are back to being fully operational. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company’s financial condition and the results of its operations. The Company has only recently started to generate sales and we have limited marketing and/or distribution capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if it decides to market any of its current and future products and services with an internal sales organization. Developing a marketing and sales force is also time consuming and could delay launch of its future products and services. In addition, the Company will compete with many companies that currently have extensive and well-funded marketing and sales operations. The Company’s marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing. The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance the Company’s current products and services on a timely and cost-effective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, the Company may not have the capital resources to further the development of existing and/or new ones.
Use of Estimates	Use of Estimates
Basis of Presentation	Basis of Presentation U.S. GAAP
Concentration Risks	Concentration Risks
Cash Equivalents	Cash Equivalents
Fair Value of Financial Instruments	Fair Value of Financial Instrument Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2021, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations: Notes Warrants Total Derivative liability at December 31, 2020 $ 37,343,835 $ 1,397,997 $ 38,741,832 Addition of new conversion option derivatives 1,077,757 - 1,077,757 Extinguishment/modification (726,998 ) (346 ) (727,344 ) Conversion of note derivatives (10,494,316 ) (1,869,768 ) (12,364,084 ) Change in fair value (27,200,278 ) 472,117 (26,728,161 ) Derivative liability at December 31, 2021 $ - $ - $ -
Intangible Assets	Intangible Assets
Impairment	Impairment
Derivative Liabilities	Derivative Liabilities As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2021 and 2020, as disclosed in Notes 4 and 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification), and the change in fair value is recorded on our consolidated statement of operations.
Revenue	Revenue The Company generates revenue from the sale of disposable stem cell concentration kits. Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services, which is generally on delivery to the customer. Payments received for which the earnings process is not yet complete are deferred. As of December 31, 2021, the Company had no deferred revenue.
Research and Development	Research and Development TM TM
Stock-Based Compensation	Stock-Based Compensation
Income Taxes	Income Taxes The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company will recognize interest and penalties related to unrecognized tax benefits in the income tax provision in the accompanying statement of operations. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made.
Basic and Diluted Income (Loss) Per Share	Basic and Diluted Income (Loss) Per Share The following is a summary of outstanding securities which have been included in the calculation of diluted net income per share and reconciliation of net income to net income available to common stockholders for the year-ended December 31, 2021. For the Year Ended December 31, 2021 Weighted average common shares outstanding used in calculating basic earnings per share 2,605,057 Effect of Series B and C preferred stock - Effect of warrants and options 643,562 Effect of convertible notes payable - Effect of convertible related party management fee and patent liabilities - Weighted average common shares outstanding used in calculating diluted earnings per share 3,248,619 Net income as reported $ 19,211,768 Add - Interest on convertible notes payable Subtract deemed dividend on warrant reset (989,346 ) Net income available to common stockholders $ 18,222,422 Diluted income per Share $ 5.61 Interest on non-convertible notes 1,151 The Company excluded 7 options and 6,604,819 warrants from the computation of diluted net income per share for the year ended December 31, 2021 as their exercise prices were in excess of the average closing market price of the Company’s common stock during that period. During the year ended December 31, 2020, the Company had 7 options and 152,738 warrants to purchase common stock outstanding; however, the effects were anti-dilutive due to the net loss. On November 10, 2021, we effected a 1-for-500 reverse split of our authorized and issued and outstanding shares of common stock. All share references have been restated for this reverse split to the earliest period presented. As a result of the split, the authorized shares of the Company’s common stock decreased to 50,000,000 shares.
Recent Accounting Pronouncements	Recent Accounting Pronouncements

ORGANIZATION AND SUMMARY OF S_3

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of Fair Value	Notes Warrants Total Derivative liability at December 31, 2020 $ 37,343,835 $ 1,397,997 $ 38,741,832 Addition of new conversion option derivatives 1,077,757 - 1,077,757 Extinguishment/modification (726,998 ) (346 ) (727,344 ) Conversion of note derivatives (10,494,316 ) (1,869,768 ) (12,364,084 ) Change in fair value (27,200,278 ) 472,117 (26,728,161 ) Derivative liability at December 31, 2021 $ - $ - $ -
Summary of outstanding securities	For the Year Ended December 31, 2021 Weighted average common shares outstanding used in calculating basic earnings per share 2,605,057 Effect of Series B and C preferred stock - Effect of warrants and options 643,562 Effect of convertible notes payable - Effect of convertible related party management fee and patent liabilities - Weighted average common shares outstanding used in calculating diluted earnings per share 3,248,619 Net income as reported $ 19,211,768 Add - Interest on convertible notes payable Subtract deemed dividend on warrant reset (989,346 ) Net income available to common stockholders $ 18,222,422 Diluted income per Share $ 5.61 Interest on non-convertible notes 1,151

LICENSING AGREEMENTS (Tables)

LICENSING AGREEMENTS (Tables)	12 Months Ended
	Dec. 31, 2021
LICENSING AGREEMENTS
Schedule of licensing agreements	Assets Accumulated Amortization Balances at December 31, 2020 $ 760,000 $ (140,237 ) Addition of new assets - Amortization - (92,084 ) Balances at December 31, 2021 $ 760,000 $ (232,321 )
Schedule of future expected amortization	For the year ended December 31, 2022 92,085 2023 92,085 2024 92,085 2025 91,084 2026 60,388 Thereafter 100,000 Total $ 527,677

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2021
STOCK-BASED COMPENSATION
Schedule of fair value of warrants	Stock Options Weighted Average Exercise Price Weighted Average Life Remaining Outstanding, December 31, 2019 7 $ 13,125 6.65 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2020 7 $ 13,125 5.64 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2021 7 $ 13,125 4.64 Vested, December 31, 2021 7 $ 13,125 4.64
Schedule of Warrants	Inputs Used Annual dividend yield $ - Expected life (years) 3.0 Risk-free interest rate 1.13 % Expected volatility 93.09 % Common stock price $ 15.00 Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 3.0 Risk-free interest rate 0.11% to 0.94 % Expected volatility 95.27% to 106.51 % Common stock price $ 1.45 to 9.50

STOCKHOLDERS DEFICIT (Tables)

STOCKHOLDERS DEFICIT (Tables)	12 Months Ended
	Dec. 31, 2021
STOCKHOLDERS EQUITY (DEFICIT)
Schedule of warrant activity	Warrants Weighted Average Exercise Price Weighted Average Life Remaining Outstanding, December 31, 2019 10,081 $ 45.00 3.08 Issued 83,262 Exercises - Anti-Dilution Modifications 59,395 Forfeiture/Cancellations - - Outstanding, December 31, 2020 152,738 $ 2.85 2.47 Issued 5,632,621 Exercises (43,167 ) Anti-Dilution Modifications 932,104 - Forfeiture/Cancellations (69,475 ) - Outstanding, December 31, 2021 6,604,820 $ 4.27 4.85
Schedule of Stockholders Deficit	Range of Inputs Used Annual dividend yield $ - Expected life (years) 2.7 to 10.0 Risk-free interest rate 0.23% to 1.26 % Expected volatility 92.93 to 98.81 % Common stock price $ 1.68 to 17.00 Range of Inputs Used Annual dividend yield $ - Expected life (years) 3.0 Risk-free interest rate 0.11% to 0.29 % Expected volatility 99.24% to 106.51 % Common stock price $ 1.45 to 2.50

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2021
INCOME TAXES
Schedule of deferred tax assets	2021 2020 Deferred tax asset attributable to: Net operating loss carryover $ 2,097,315 $ 1,593,282 Accrued management fees, related party 67,086 155,063 Valuation allowance (2,164,401 ) (1,748,345 ) Net deferred tax asset $ - $ -
Schedule of effective tax rate	2021 2020 Tax at federal statutory rate 21.0 % 21.0 % State, net of federal benefit (0.2 )% 0.2 % Change in temporary differences (0.0 )% (0.0 )% Permanent differences (23.8 ) (20.2 )% Valuation allowance 2.2 % (0.9 )% Provision for taxes -
Schedule of income taxes	2021 2020 Income tax provision attributable to: Federal $ (325,596 ) $ (250,771 ) State and local (9,460 ) (69,671 ) Valuation allowance 416,056 320,442 Net provision for income tax $ - $ -

ORGANIZATION AND SUMMARY OF S_4

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Addition of new conversion option derivatives	$ 1,077,757
Extinguishment/modification	(727,344)
Conversion of note derivatives	(12,364,084)
Change in fair value	(26,728,161)
Derivative liability, end	0
Derivative liability, begining	38,741,832
Warrants [Member]
Addition of new conversion option derivatives	0
Conversion of note derivatives	(1,869,768)
Change in fair value	472,117
Derivative liability, end	0
Derivative liability, begining	1,397,997
Extinguishment/modification	(346)
Maximum [Member]
Addition of new conversion option derivatives	1,077,757
Conversion of note derivatives	(10,494,316)
Change in fair value	(27,200,278)
Derivative liability, end	0
Derivative liability, begining	37,343,835
Extinguishment/modification	$ (726,998)

ORGANIZATION AND SUMMARY OF S_5

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Weighted average common shares outstanding used in calculating basic earnings per share	2,605,057	579,461
Effect of warrants and option	643,562
Weighted average common shares outstanding used in calculating diluted earnings per share	3,248,619
Net income as reported	$ 19,211,768
Add - Interest on convertible notes payable	0
Subtract deemed dividend on warrant reset	(989,346)
Net income available to common stockholders	$ 18,222,422
Diluted income per Share	$ 5.61
Interest on non-convertible notes	$ 1,151

ORGANIZATION AND SUMMARY OF S_6

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Nov. 10, 2021	Dec. 31, 2021	Dec. 31, 2020
FDIC insured amount		$ 250,000
Research and Development		$ 109,180	$ 0
Common stock authorized shares		25,000,000,000	6,000,000,000
Series A, Preferred Stock
Anti-dilutive securities excluded from computation of earning per share		7	7
Preferred Stock Series B [Member]
Anti-dilutive securities excluded from computation of earning per share		6,604,819	152,738
Preferred Stock Series C [Member]
Common stock authorized shares	50,000,000
Description of reverse stock split	we effected a 1-for-500 reverse split of our authorized and issued and outstanding shares of common stock

LICENSING AGREEMENTS (Details)

LICENSING AGREEMENTS (Details)	Dec. 31, 2021USD ($)
LICENSING AGREEMENTS
2022	$ 92,085
2023	92,085
2024	92,085
2025	91,084
2026	60,388
Thereafter	100,000
Total	$ 527,677

LICENSING AGREEMENTS (Details 1

LICENSING AGREEMENTS (Details 1)	12 Months Ended
	Dec. 31, 2021USD ($)
Assets
Beginning Balance	$ 760,000
Amortization	0
Ending Balance	760,000
Accumulated Amortization
Accumulated Amortization, Beginning Balance	(140,237)
Addition of new assets	0
Amortization	(92,084)
Accumulated Amortization, Ending Balance	$ (232,321)

LICENSING AGREEMENTS (Details N

LICENSING AGREEMENTS (Details Narrative) - USD ($)	Dec. 12, 2020	Feb. 28, 2021	Dec. 28, 2020	May 17, 2017	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Jan. 01, 2021	Feb. 02, 2016
License fees			$ 250,000
No of share Exchange									431,111
Restricted common stock									$ 100,000
obligation of the initial payment					$ 300,000	$ 300,000	$ 300,000	$ 300,000
common stock Issue	$ 6,667					133	84,656	89,286
Company paid CMH						50,000	$ 40,000	$ 50,000
License agreement description			(the “Upfront Royalty”), which can also be paid in CELZ stock at a discount of 25% of the closing price of $0.0037, which is based on the date of this agreement
Continuing royalty description					Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, Licensee will pay Licensor five percent (5%) of the Net Income of ImmCelz™
Amortization expenses					$ 92,084	66,792
Number of share issuance of common stock to Jadi Cell		180,180
Payments upon completion of the IRB clinical trial				$ 200,000
Payments in the event of commercialization of technology				300,000
Option [Member]
Initial payment	$ 100,000			100,000
Payments upon signing agreement with university for the initiation of an IRB clinical trial				100,000
Payments upon filing an IND with the FDA				100,000
Payments upon dosing of the first patient in a Phase 1-2 clinical trial				200,000
Payments upon dosing of the first patient in Phase 3 clinical trial				$ 400,000
Percentage of discount on the basis of recent trading price				30.00%
Share price for two or more consecutive trading days				0.01
Series B, Preferred Stock
License fees					250,000
Amortization expenses					45,940
Carrying value of patent					$ 202,314
Expiration period of finite-lived intangible assets					2027
Expected annual amortization amount					$ 25,000	46,000
Series C Preferred Stock
Carrying value of patent					$ 40,987
Expiration period of finite-lived intangible assets					2026
Expected amount of amortization					$ 9,972
Common Stock
Amortization expenses					1,172
Carrying value of patent					$ 4,084
Expiration period of finite-lived intangible assets					2026
Expected amount of amortization					$ 1,172
Additional Paid In Capital
Amortization expenses					10,000
Carrying value of patent					$ 55,000
Expiration period of finite-lived intangible assets					2027
Expected amount of amortization					$ 10,000
Retained Earnings (Accumulated Deficit)
Amortization expenses					25,000	$ 0
Carrying value of patent					$ 225,000
Expiration period of finite-lived intangible assets					2030
Option Warrant [Member]
Royalty payment percentage				5.00%
Non-royalty sublease income percentage				50.00%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 12, 2020	Jan. 12, 2018	Sep. 30, 2021	May 28, 2021	Jan. 31, 2021	Dec. 28, 2020	Nov. 17, 2017	Dec. 31, 2021	Dec. 31, 2020
Agreement description						Company entered into a patent license agreement with Jadi Cell, LLC, a company owned and controlled by Dr. Amit Patel, a former director of the Company
Proceeds from director				$ 150,000
Proceeds from chairman				$ 50,000
Debt interest rate				5.00%
Series A preferred stock issued		3,000,000
Cancellation of debt		$ 150,000
Preferred stock surrender and exchange description		Mr. Warbington surrendered the Series A Preferred Stock to the Company in December 2021 immediately prior to the closing of the Company’s public offering in exchange for $150,000 plus 8% interest on such amount from January 2018 until the date of surrender
Common stock issued								6,338,872	1,537,082
Preferred Stock Series A [Member]
Reimbursement of management fees							$ 45,000
Percentage of Common Stock							30.00%
Number of Trading days							20 years
Agreement Notice period							30 years
Amounts due under the arrangement									$ 18,782
Long-term Purchase Commitment, Amount	$ 100,000		$ 40,000		$ 50,000				50,000
Cash payment	$ 50,000		$ 300,000		$ 300,000			$ 300,000	$ 300,000
Issuance of shares of common stock	6,667		84,656		89,286				133
Series C Preferred Stock
License fee						$ 250,000
Common stock issued						180,180

DEBT (Details Narrative)

DEBT (Details Narrative)	1 Months Ended				12 Months Ended
	Aug. 31, 2021USD ($)	Aug. 11, 2021USD ($)	Jun. 21, 2021USD ($)	May 28, 2021USD ($)	Dec. 31, 2021USD ($)integer$ / sharesshares	Dec. 31, 2020USD ($)integershares
Description of trading days						the lowest trade price during the previous 20 trading days, or the volume weighted average price over the prior 15 trading days
Debt conversion, shares issued | shares					789,727	1,363,463
Debt conversion, converted instrument, amount					$ 1,383,332	$ 1,366,705
Debt conversion, converrted instrument, shares issued | shares					37,870
Common stock issued for cashless warrant exercise, shares | shares					43,167
Amortization to interest expense					$ 3,299,000
Proceeds from convertible notes payable					3,887,750	0
Proceeds from related party advances					223,394	0
Principal amount	$ 4,456,176	$ 4,456,176
Amortization of debt discount					$ 4,157,850	979,960
Original sale discount percentage	15.00%	15.00%
Warrant [Member]
Proceeds from related party advances				$ 150,000
Warrant [Member] | Maximum [Member]
Purchase shares of common stock | shares					20,189
Placement agent fee					$ 312,750
Additonal discount value of bridge notes					$ 252,000
Option [Member]
Proceeds from related party advances				$ 50,000
Interest rate, related party debt				5
Common Stock
Interest expense		$ 758,426
Principal amount		$ 690,000
Maturity date		February 11, 2022
Term of warrant					five-year
Purchase shares of common stock | shares					363,046
Initial exercise price per share | $ / shares					$ 14.175
Fair value of bridge loan					$ 1,846,000
Additional Paid In Capital
Proceeds from convertible notes payable			$ 100,000			$ 0
Represent the amount of reimbursement of management fees, monthly			$ 105,000
Conversion price, percentage					71.00%	71.00%
Percentage of Common Stock, Discount on Shares at the market price.			10.00%
Retained Earnings (Accumulated Deficit)
Amortization to interest expense						$ 979,959
Proceeds from convertible notes payable					$ 435,040	710,920
Amortization of debt discount					443,905	828,710
Convertible notes payable					$ 498,800	$ 831,140
Interest rate					8.00%	8.00%
Debt instrument, convertible, threshold trading day | integer					15	15
Debt discount						$ 409,650

STOCKBASED COMPENSATION (Detail

STOCKBASED COMPENSATION (Details) - Option [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Warrants, Outstanding at the begining	7	7
Warrants, Outstanding at the end		7
Warrants, Vested	7
Weighted Average Exercise Price, Outstanding beginning	$ 13,125	$ 13,125
Weighted Average Exercise Price, Outstanding ending		$ 13,125
Weighted Average Exercise Price, Vested	$ 13,125
Weighted Average Life Remaining, Outstanding beginning		6 years 7 months 24 days
Weighted Average Life Remaining, Outstanding ending	4 years 7 months 20 days	5 years 7 months 20 days
Weighted Average Life Remaining, Vested	4 years 7 months 20 days

STOCKBASED COMPENSATION (Deta_2

STOCKBASED COMPENSATION (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Expected life (years)		3 years
Option Warrant [Member]
Annual dividend yield	0.00%	0.00%
Expected life (years)	3 years	3 years
Warrant [Member]
Risk-free interest rate		0.11%
Common stock price		$ 1.45
Expected volatility		95.27%
Warrant [Member] | Maximum [Member]
Risk-free interest rate	1.13%	0.94%
Common stock price	$ 15	$ 9.50
Expected volatility	93.09%	106.51%

STOCKBASED COMPENSATION (Deta_3

STOCKBASED COMPENSATION (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Jul. 31, 2021	Sep. 30, 2016	Dec. 31, 2021	Dec. 31, 2020	Sep. 06, 2021
Allocated Share-based Compensation Expense				$ 102,081
Fair value of warrants			$ 35,670
Warrant descriptions				we granted a total of 60,000 warrants to three of our board members at that time, Dr. Ichim, Dr. Patel, and Donald Dickerson (Mr. Dickerson remains a board member) at an exercise price of $2.00.
Warrants [Member]
Exercise price			$ 1.45
Warrants granted			23,262
Employee Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		7
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 87.50
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights			The options vest at a rate of 1.4 on each anniversary date of the respective grants
Maximum [Member]
Exercise price			$ 3.50
Board of Directors [Member]
Fair value of warrants	$ 383,612
Exercise price	$ 15
Warrants granted	30,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized					600,000

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Aug. 31, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Initial Derivative Liability			$ 1,077,757	$ 2,572,723
Aggregate principal amount	$ 4,456,176
Origional issue discount	15.00%
Fair value assumption expected terms			1 year	1 year
Gain (loss) related to change in fair market value of derivative liabilities		$ 28,476,039		$ (33,980,805)
Convertible debt			$ 697,602	$ 1,864,233
Fair Value Assumptions, Expected Term				3 years
Measurement Input Price Volatility [Member] | Warant [Member]
Derivative Liability, Measurement Input Percentage			75.03%	103.79%
Measurement Input Risk Free Interest Rate [Member]
Derivative Liability, Measurement Input Ratio				$ 0.17
Measurement Input Exercise Price [Member] | Revaluation [Member] | Warrants [Member]
Derivative Liability, Measurement Input Ratio			$ 5.30	0.40
Measurement Input Expected Term [Member] | Revaluation [Member] | Warrants [Member]
Derivative Liability, Measurement Input Ratio		$ 0.0332		13.90
Warrant [Member]
Shares Price			$ 17	$ 1.70
Warrant [Member] | Measurement Input Price Volatility [Member] | Revaluation [Member]
Derivative Liability, Measurement Input Percentage		93.05%		98.14%
Risk-free interest rate		0.07%
Warrant [Member] | Measurement Input Risk Free Interest Rate [Member]
Derivative Liability, Measurement Input Percentage			0.10%	0.16%
Warrant [Member] | Measurement Input Exercise Price [Member]
Derivative Liability, Measurement Input Ratio		$ 0.0008		$ 0.40
Maximum [Member]
Derivative Liability		$ 2,275,578	$ 0	$ 38,741,832
Shares Price			$ 40.30	$ 18.25
Fair Value Assumptions, Expected Term			10 years
Maximum [Member] | Employee Stock Options [Member]
Fair Value Assumptions, Expected Term		3 years 3 months 18 days		3 years 6 months 25 days
Maximum [Member] | Measurement Input Price Volatility [Member]
Derivative Liability, Measurement Input Percentage			98.14%	131.89%
Maximum [Member] | Measurement Input Price Volatility [Member] | Revaluation [Member]
Derivative Liability, Measurement Input Percentage		102.96%	0.00%	100.94%
Risk-free interest rate		0.35%
Maximum [Member] | Measurement Input Risk Free Interest Rate [Member]
Derivative Liability, Measurement Input Percentage			0.00%	1.62%
Maximum [Member] | Measurement Input Exercise Price [Member] | Revaluation [Member]
Derivative Liability, Measurement Input Ratio				$ 6.70
Maximum [Member] | Measurement Input Exercise Price [Member]
Derivative Liability, Measurement Input Ratio		$ 3.0900	$ 12.40	$ 0.60
Minimum [Member]
Fair Value Assumptions, Expected Term			2 years 8 months 12 days
Minimum [Member] | Employee Stock Options [Member]
Fair Value Assumptions, Expected Term		6 months		6 months

STOCKHOLDERS EQUITY (DEFICIT) (

STOCKHOLDERS EQUITY (DEFICIT) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Expected life (years)		3 years
Maximum [Member]
Expected life (years)	10 years
Expected volatility	98.81%	106.51%
Common stock price	$ 17	$ 2.50
Annual dividend yield	0.00%	0.00%
Risk-free interest rate	1.26%	0.29%
Minimum [Member]
Expected life (years)	2 years 8 months 12 days
Expected volatility	92.93%	99.24%
Risk-free interest rate	0.23%	0.11%
Common stock price	$ 1.68	$ 1.45
Annual dividend yield	0.00%	0.00%

STOCKHOLDERS EQUITY (DEFICIT)_2

STOCKHOLDERS EQUITY (DEFICIT) (Details 1) - Warrants [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Warrants, Outstanding Beginning Balance	152,738	10,081
Warrants, Issued	5,632,621	83,262
Warrants, Exercised	(43,167)
Forfeiture/Cancellations	(69,475)
Anti-Dilution Modifications	932,104	59,395
Warrants, Outstanding Ending Balance	6,604,820	152,738
Weighted Average Exercise Price, Outstanding beginning	$ 2.85	$ 45
Weighted Average Exercise Price, Outstanding ending	$ 4.27	$ 2.85
Weighted Average Life Remaining, Outstanding Beginning	2 years 5 months 19 days	3 years 29 days
Weighted Average Life Remaining, Outstanding Ending	4 years 10 months 6 days	2 years 5 months 19 days

STOCKHOLDERS EQUITY (DEFICIT)_3

STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - USD ($)	Dec. 07, 2021	Feb. 12, 2021	Aug. 31, 2021	May 31, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Mar. 30, 2021	Feb. 11, 2021
Preferred stock par value						$ 0.001	$ 0.001
Warrant [Member]
Preferred stock par value								$ 0.001
Preferred stock stated value								$ 1,200
Purchase of warrants shares			383,235	28,020		5,191,365	23,262
Warrant exercise price			$ 4.18			$ 4.13
Purchase of anti-dilution warrants shares			932,104
Warrant anti-dilution exercise price			$ 4.13
Initial price							$ 0.59
Warrant [Member]
Initial price							$ 1.45
Measurement Input Price Volatility [Member] | Warant [Member]
Class of Warrant or Right, Outstanding						6,604,820	69,063
Class of Warrant or Right, Number of Securities Called by Warrants or Rights							531,247
Class of warrant or right converted into common shares						43,167	594,051
Measurement Input Price Volatility [Member] | Revaluation [Member] | Warrant [Member]
Shares issued upon exercise of warrants, shares						30,000	242,841
Warrant term							5 years
Measurement Input Risk Free Interest Rate [Member]
Proceeds from issuance of preferred stock		$ 326,600
Issuance of preferred stock		350
Additional shares of common stock		3,000
Measurement Input Risk Free Interest Rate [Member] | Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 15	$ 3.50		$ 3.09
Measurement Input Exercise Price [Member] | Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights						4.13	1.45		$ 0.59
Measurement Input Expected Term [Member] | Warrant [Member]
Issuance of preferred stock									350
Preferred stock par value									$ 0.001
Preferred stock stated value									$ 1,200
Redeemedation of preferred stock			120.00%
Maximum [Member]
Initial price						$ 17	2.50
Common stock price							$ 3.09
Maximum [Member] | Warrant [Member]
Warrant exercise price				$ 15
Maximum [Member] | Measurement Input Price Volatility [Member]
Class of Warrant or Right, Outstanding						3,875,000	152,746
Maximum [Member] | Measurement Input Price Volatility [Member] | Revaluation [Member]
Number of increased warrants as per the warrant agreement							4,549,975
Maximum [Member] | Measurement Input Exercise Price [Member] | Revaluation [Member]
Additional common stock shares								642,857
Preferred stock purchase price								$ 150,000
Proceeds from issuance of preferred stock					$ 141,049
Maximum [Member] | Measurement Input Exercise Price [Member]
Purchase of warrants shares	3,875,000						23,262
Warrant exercise price	$ 4.13
Common stock exercise price	$ 4.13						$ 2
Gross proceeds	$ 16,003,750
Sale of aggregate shares of common stock	3,875,000						60,000
Bridge Notes reduced	$ 4.13
Minimum [Member]
Initial price						$ 1.68	$ 1.45
Minimum [Member] | Warrant [Member]
Warrant exercise price				$ 14

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
Federal	$ (325,596)	$ (250,771)
State and local	(9,460)	(69,671)
Valuation allowance	416,056	320,442
Net provision for income taxes	$ 0	$ 0

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
Net operating loss carryover	$ 2,097,315	$ 1,593,282
Accrued management fees, related party	67,086	155,063
Valuation allowance	(2,164,401)	(1,748,345)
Net deferred tax asset	$ 0	$ 0

INCOME TAXES (Details 2)

INCOME TAXES (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
Tax at federal statutory rate	21.00%	21.00%
State, net of federal benefit	(0.20%)	0.20%
Change in temporary differences	(0.00%)	0.00%
Permanent differences	(23.80%)	(20.20%)
Valuation allowance	2.20%	(0.90%)
Provision for taxes	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
Deferred income tax provision, percentage	21.00%	8.90%
Federal and state net operating carry forward loss	$ 8.3
Valuation allowance	100.00%	100.00%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended
	Apr. 30, 2019	Dec. 31, 2021
LICENSING AGREEMENTS
Damage awarded value	$ 600,749
Accrued liability arbitration award		$ 707,116

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	Feb. 09, 2022USD ($)
Annual cash bonus of base salary date of grant	30.00%
Annual cash bonus of base salary	30.00%
Additional Paid In Capital
Employment agreements base salary	$ 300,000
Retained Earnings (Accumulated Deficit)
Employment agreements base salary	$ 330,000