Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 23, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | HEALTHTECH SOLUTIONS, INC./UT | |
Entity Central Index Key | 0001307624 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 29,145,933 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-000000 | |
Entity Incorporation State Country Code | UT | |
Entity Tax Identification Number | 84-2528660 | |
Entity Address Address Line 1 | 181 Dante Avenue | |
Entity Address City Or Town | Tuckahoe | |
Entity Address State Or Province | NY | |
Entity Address Postal Zip Code | 10707 | |
City Area Code | 844 | |
Local Phone Number | 926-3399 | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 907,324 | $ 128,996 |
Prepaid expenses | 157,582 | 10,000 |
Total Current Assets | 1,064,906 | 138,996 |
Intangible assets net of accumulated amortization | 6,482 | 25,926 |
Goodwill | 665,673 | 0 |
Total Assets | 1,737,061 | 164,922 |
Current Liabilities: | ||
Accrued expenses | 469,286 | 0 |
Accrued interest | 0 | 3,792 |
Accounts payable | 159,883 | 80,169 |
Loan From related party | 353,907 | 0 |
Total Current Liabilities | 983,076 | 83,961 |
Long Term Liabilities: | ||
Convertible debentures payable, net of discount | 0 | 305,684 |
Derivative liabilities | 0 | 337,874 |
Total Long Term Liabilities | 0 | 643,558 |
Total Liabilities | 983,076 | 727,519 |
Stockholders' Equity (Deficit): | ||
Series A preferred stock, $.001 par value, 2,000,000 authorized, 127,430 and 156,837 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 127 | 157 |
Common Stock, $0.001 par value, 200,000,000 shares authorized, 29,145,933 and 9,701,269 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 29,146 | 9,701 |
Additional paid-in capital | 6,709,078 | 866,251 |
Accumulated deficit | (6,506,453) | (1,438,706) |
Non Controlling Interest | (1,210) | 0 |
Stockholders' Equity (Deficit) | 231,928 | (562,597) |
Total Liabilities and Stockholders' Equity (Deficit) | 1,737,061 | 164,922 |
Series C Preferred Stock,$.001 par value | ||
Stockholders' Equity (Deficit): | ||
Series A preferred stock, $.001 par value, 2,000,000 authorized, 127,430 and 156,837 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | $ 30 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Series A Preferred Stock,shares authorized | 2,000,000 | 2,000,000 |
Series A Preferred Stock, par value per share | $ 0.001 | $ 0.001 |
Series A Preferred Stock, shares issued | 127,430 | 156,837 |
Series A Preferred Stock,shares outstanding | 127,430 | 156,837 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares issued | 29,145,933 | 9,701,269 |
Common stock, shares outstanding | 29,145,933 | 9,701,269 |
Convertible debentures payable, net of discount | $ 323,909 | $ 325,824 |
Series C Preferred Stock [Member] | ||
Series A Preferred Stock,shares authorized | 30,000 | 30,000 |
Series A Preferred Stock, par value per share | $ 0.001 | $ 0.001 |
Series A Preferred Stock, shares issued | 29,737 | 0 |
Series A Preferred Stock,shares outstanding | 29,737 | 0 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Consolidated Statements Of Operations (Unaudited) | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses: | ||||
General and administrative | 857,195 | 19,158 | 932,351 | 32,300 |
General and administrative-related party | 258,883 | 41,340 | 333,549 | 69,733 |
Research and development | 111,786 | 19,933 | 196,734 | 25,733 |
Research and development related party | 268,000 | 19,000 | 286,000 | 37,500 |
Amortization | 9,722 | 9,722 | 19,444 | 19,444 |
Total Operating Expenses | 1,505,586 | 109,153 | 1,768,078 | 184,710 |
Loss from Operations | (1,505,586) | 0 | (1,768,078) | (184,710) |
Other Expense: | ||||
Interest expense | (328,544) | 0 | (367,144) | 0 |
Change in fair value of derivative liabilities | (2,940,950) | 0 | (2,933,735) | 0 |
Total Other Expenses | (3,269,494) | 0 | (3,300,879) | 0 |
Loss before provision for income tax | (4,775,080) | 0 | (5,068,957) | (184,710) |
Provision for income tax | 0 | 0 | 0 | 0 |
Net Loss | (4,775,080) | (109,153) | (5,068,957) | (184,710) |
Net loss attributable to non-controlling interest | (1,210) | 0 | (1,210) | 0 |
Net Loss attributable to Controlling Interest | $ (4,773,870) | $ (109,153) | $ (5,067,747) | $ (184,710) |
Loss per common share | ||||
Basic and diluted | $ (0.23) | $ 0 | $ (0.33) | $ 0 |
Weighted average shares outstanding | ||||
Basic and diluted weighted | 20,735,681 | 15,248,957 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Total | Common Stock | Series A, Preferred Stock | Series C, Preferred Stock [Member] | Additional Paid-In Capital | Accumulated Equity (Deficit) | Noncontrolling Interest |
Balance, shares at Dec. 31, 2019 | 156,837 | ||||||
Balance, amount at Dec. 31, 2019 | $ 134,169 | $ 0 | $ 157 | $ 0 | $ 840,510 | $ (706,498) | $ 0 |
Capital contributions | 28,500 | 0 | 0 | 0 | 28,500 | 0 | 0 |
Net loss | (75,557) | 0 | $ 0 | 0 | 0 | (75,557) | 0 |
Balance, shares at Mar. 31, 2020 | 156,837 | ||||||
Balance, amount at Mar. 31, 2020 | (87,112) | 0 | $ 157 | 0 | (869,010) | (782,055) | 0 |
Balance, shares at Dec. 31, 2019 | 156,837 | ||||||
Balance, amount at Dec. 31, 2019 | 134,169 | 0 | $ 157 | 0 | 840,510 | (706,498) | 0 |
Net loss | (184,710) | ||||||
Balance, shares at Jun. 30, 2020 | 156,837 | ||||||
Balance, amount at Jun. 30, 2020 | 43,507 | 0 | $ 157 | 0 | 934,558 | (891,208) | 0 |
Balance, shares at Mar. 31, 2020 | 156,837 | ||||||
Balance, amount at Mar. 31, 2020 | (87,112) | 0 | $ 157 | 0 | (869,010) | (782,055) | 0 |
Capital contributions | 65,548 | 0 | 0 | 0 | 65,548 | 0 | 0 |
Net loss | (109,153) | 0 | $ 0 | 0 | 0 | (109,953) | 0 |
Balance, shares at Jun. 30, 2020 | 156,837 | ||||||
Balance, amount at Jun. 30, 2020 | 43,507 | $ 0 | $ 157 | 0 | 934,558 | (891,208) | 0 |
Balance, shares at Dec. 31, 2020 | 9,701,269 | 156,837 | |||||
Balance, amount at Dec. 31, 2020 | (562,597) | $ 9,701 | $ 157 | 0 | 866,251 | (1,438,706) | 0 |
Capital contributions | 4,558 | 0 | 0 | 0 | 4,558 | 0 | 0 |
Net loss | (293,877) | $ 0 | $ 0 | 0 | 0 | (293,877) | 0 |
Balance, shares at Mar. 31, 2021 | 9,701,269 | 156,837 | |||||
Balance, amount at Mar. 31, 2021 | (851,915) | $ 9,701 | $ 157 | 0 | 870,809 | (1,732,583) | 0 |
Balance, shares at Dec. 31, 2020 | 9,701,269 | 156,837 | |||||
Balance, amount at Dec. 31, 2020 | (562,597) | $ 9,701 | $ 157 | $ 0 | 866,251 | (1,438,706) | 0 |
Net loss | (5,068,957) | ||||||
Balance, shares at Jun. 30, 2021 | 29,145,933 | 127,430 | 29,737 | ||||
Balance, amount at Jun. 30, 2021 | 1,737,061 | $ 29,146 | $ 127 | $ 30 | 6,709,078 | (6,506,453) | 1,210 |
Balance, shares at Mar. 31, 2021 | 9,701,269 | 156,837 | |||||
Balance, amount at Mar. 31, 2021 | (851,915) | $ 9,701 | $ 157 | 0 | 870,809 | (1,732,583) | 0 |
Net loss | (4,775,080) | $ 0 | 0 | 0 | 0 | (4,773,870) | (1,210) |
Issuance of common stock, shares | 9,937,500 | ||||||
Issuance of common stock, amount | 2,821,528 | $ 9,938 | 0 | $ 0 | 2,811,590 | 0 | 0 |
Issuance of Series C Preferred for acquisition of Varian, shares | 29,737 | ||||||
Issuance of Series C Preferred for acquisition of Varian, amount | 0 | $ 0 | $ 0 | $ 30 | (30) | 0 | 0 |
Conversion of Series A Preferred into common stock, shares | 6,000,000 | (29,407) | |||||
Conversion of Series A Preferred into common stock, amount | 0 | $ 6,000 | $ (30) | 0 | (5,970) | 0 | 0 |
Conversion of Debentures into common stock, shares | 3,507,164 | ||||||
Conversion of Debentures into common stock, amount | 3,998,167 | $ 3,507 | $ 0 | $ 0 | 3,994,660 | 0 | 0 |
Balance, shares at Jun. 30, 2021 | 29,145,933 | 127,430 | 29,737 | ||||
Balance, amount at Jun. 30, 2021 | $ 1,737,061 | $ 29,146 | $ 127 | $ 30 | $ 6,709,078 | $ (6,506,453) | $ 1,210 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (5,068,957) | $ (184,710) |
Adjustments to Reconcile Net Loss to Net Cash used in operating activities: | ||
Amortization expense | 19,444 | 19,444 |
Amortization of discount on convertible debentures | 351,212 | 0 |
Stock compensation expense | 1,029,028 | 0 |
Non-cash interest expense | 15,871 | 0 |
Change in fFair value ofchange in derivative liabilities | 2,933,735 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (147,582) | 0 |
Accrued expenses | 98,690 | (34,345) |
Accounts payable | 69,342 | 0 |
Net cash used in operating activities | (699,217) | (199,611) |
Cash flows from investing activities: | ||
Cash paid for purchase of Varian, net of cash acquired | (437,055) | 0 |
Net cash used in investing activities | (437,055) | 0 |
Cash flows from financing activities: | ||
Proceeds from loan from related party | 118,084 | 0 |
Proceeds from convertible debenture | 50,000 | 0 |
Settlement of loan from related party | (50,542) | 0 |
Capital contributions | 4,558 | 0 |
Issuance of common stock | 1,792,500 | 94,048 |
Net cash provided by financing activities | 1,914,600 | 94,048 |
Net increase (decrease) in cash | 778,328 | (105,563) |
Cash, beginning of period | 128,996 | 105,754 |
Cash, end of period | 907,324 | 191 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 61 | 0 |
Cash paid for taxes | 0 | 0 |
Acquired noncontrolling interest in business acquisition | 523,267 | 0 |
Issuance of Series C preferred shares related to business acquisition | $ 0 | $ 0 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2021 | |
ORGANIZATION AND NATURE OF BUSINESS | |
note 1-Organization and Nature of Business | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Healthtech Solutions, Inc. (the “Company”) was incorporated in Utah on October 18, 1985. The Company had no business operations from April 25, 2015, when it spun off its only direct subsidiary, which at that time owned all of the assets through which the Company was carrying on operations, until November 16, 2020 when the Company acquired all of the outstanding capital stock of Medi-Scan Inc. Medi-Scan Inc. was organized as a limited liability company named "Medi-Scan LLC" formed in the State of Florida on September 25, 2018. On August 25, 2020, Medi-Scan LLC filed articles of conversion with the State of Florida that converted it from an LLC to a C corporation. In connection with the conversion In December 2018, Medi-Scan acquired a portfolio of intellectual property relating to medical imaging. Since December 2018, Medi-Scan has been engaged in developing practical applications for the medical imaging technology as well as related medical technology. Recently Medi-Scan applied for three patents based on the technology developed in the past two years. The Company is pursuing a business plan in which the Company will acquire and/or invest in cutting edge healthcare technology in the medical device biopharma and pharmaceutical fields. The goal will be to nurture these early stage ventures with financial support and administrative and technological assistance until their respective medical solutions are ready to enter the market. Acquisition of Medi-Scan Inc. On November 12, 2020, Healthtech Solutions, Inc. entered into an exchange agreement with Medi-Scan, Inc. ("Medi-Scan") and all of the shareholders of Medi-Scan, pursuant to which the shareholders of Medi-Scan agreed to transfer all of the issued and outstanding stock of Medi-Scan to Healthtech Solutions, Inc., and Healthtech Solutions, Inc. agreed to issue to the shareholders of Medi-Scan, Inc. 156,837 shares of its Series A Preferred Stock, representing 97% of the equity in Healthtech Solutions. The exchange of equity (the "Share Exchange") was completed on November 16, 2020. As a result of the Share Exchange, the Medi-Scan shareholders become the majority shareholders and have control of Healthtech Solutions. The acquisition of Medi-Scan was accounted for as a reverse merger effected by a Share Exchange. Healthtech Solutions is considered the legal acquirer and Medi-Scan is considered the accounting acquirer. Accordingly, the historical financial statements presented in this report for periods prior to November 16, 2020 are those of Medi-Scan. On November 12, 2020, when the Share Exchange Agreement was executed, the three members of the Healthtech Solutions Board of Directors were also the three managing members of Medi-Scan, entities under their control owned a majority of the outstanding capital stock of Medi-Scan, and an entity under the control of one of them owned a majority of the outstanding capital stock NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS (Continued) Acquisition of Medi-Scan Inc. of Healthtech Solutions. Therefore, the Share Exchange was accounted for as a business combination of entities under common control in accordance with ASC 805-50-30-5. Accordingly, the assets and liabilities of Medi-Scan are presented at their carrying values at the date of the Share Exchange, and the Company’s historical stockholders’ equity has been retroactively restated to the first period presented. Acquisition of Varian Biopharmaceuticals, Inc. On May 7, 2021 HLTT Acquisition Corp., a special purpose vehicle wholly-owned by Healthtech Solutions, merged into Healthtech Oncology, Inc., a special purpose vehicle formed for the purpose of the merger, which on that same date acquired 99.83% of the outstanding capital stock of Varian Biopharmaceuticals, Inc. ("Varian") through a non-statutory share exchange. As a result, Healthtech Oncology became a wholly-owned subsidiary of Healthtech Solutions, and Varian became a 99.83%-owned subsidiary of Healthtech Solutions. In exchange for their ownership of Healthtech Oncology, the shareholders of Healthtech Oncology received an aggregate of 29,737.184 shares of Series C Preferred Stock issued by Healthtech Solutions. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
note - 2 Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2021, and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2020, filed with the SEC on March 2, 2021. The accompanying consolidated financial statements reflect the accounts of Healthtech Solutions, Inc. and its wholly owned subsidiaries, Medi-Scan and Varian. All significant inter-company accounts and transactions have been eliminated in consolidation. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. One significant item subject to such estimates and assumptions is the valuation of the derivative liabilities. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Software Development Costs In accordance with ASC 985-20, the Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers. Research and Development Research and development costs are expensed when incurred. Research and development costs include costs of research, engineering, and technical activities to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Goodwill and Intangible Assets Goodwill represents the cost of the acquired business in excess of the fair value of identifiable tangible and intangible net assets purchased. The Company reviews goodwill and intangible assets with indefinite lives for impairment according to the provisions of ASC Topic 350: "Intangibles - Goodwill and Other" Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. See Note 9, NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Share-Based Compensation The Company follows the provisions of FASB ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and recognized over its vesting period. No equity instruments were granted to employees during the six months ending June 30, 2021 and no compensation expense is required to be recognized under provisions of ASC 718 with respect to employees. Fair Value of Financial Instruments The Company follows ASC 825-10-50-10 with respect to disclosures about fair value of its financial instruments and ASC 820-10-35-37 to measure the fair value of its financial instruments. ASC 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: · · · Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. Financial assets and liabilities of the Company primarily consist of cash, prepaid expenses, accounts payable and accrued liabilities, other payables and convertible debentures. As of June 30, 2021, the carrying values of these financial instruments (other than convertible debentures) approximated their fair values due to the short-term nature of these instruments. See There were no transfers between level 1, level 2 or level 3 measurements during the six months ending June 30, 2021. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Earnings Per Share The Company calculates earnings per share (“EPS”) as required by ASC 260, Earnings Per Share. Basic EPS is calculated by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, excluding common stock equivalents. Diluted EPS is computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, plus the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For periods with a net loss, the dilutive common stock equivalents are excluded from the diluted EPS calculation. For purposes of this calculation, common stock subject to repurchase by the Company, options, and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive. Income Taxes The Company follows ASC Topic 740, Income Taxes, which requires the recognition of deferred income taxes for the differences between the basis of assets and liabilities for financial statements and income tax purposes. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are also recognized for operating losses and for tax credit carryforwards. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740-10-30 requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under ASC 740-10-30, tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Under ASC 740-10-40, previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company had no material uncertain tax positions as of June 30, 2021 or December 31, 2020. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or the deferred tax asset valuation allowance. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Recently Adopted Accounting Standards The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any recently issued pronouncements to have an impact on its results of operations or financial position. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2021 | |
GOING CONCERN | |
note 3 - Going Concern | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has produced no revenue since inception, and has an accumulated deficit of $6,506,453 as of June 30, 2021. The Company has had no revenues since inception. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these uncertainties. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to most other countries and infections have been reported globally. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but may have a material adverse impact on our business, financial condition and results of operations. Management expects that its business will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time. Management anticipates that the Company will be dependent, for the near future, on additional investment capital or debt to fund operating expenses until its planned operations begin to generate revenue. The Company is not expecting to recognize revenue until 2022 at the earliest. Management, therefore, is actively pursuing sources of investment capital. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
INTANGIBLE ASSETS | |
note 4 - Intangible assets | NOTE 4 – INTANGIBLE ASSETS The Company’s intangible assets consist of the intellectual property relating to medical imaging contributed to Medi-Scan in December 2018 as a capital contribution. The intangible assets are being amortized over three years. Amortization expense relating to the intangible assets totaled $19,444 in each of the six month periods ending June 30, 2021 and 2020. |
VARIAN ACQUISITION
VARIAN ACQUISITION | 6 Months Ended |
Jun. 30, 2021 | |
VARIAN ACQUISITION | |
Note 5 - Varian acquisitions | NOTE 5 - VARIAN ACQUISITION On May 7, 2021 the Company acquired ownership of Varian Biopharmaceuticals, Inc. in exchange for 29,737.184 shares of Series C Preferred Stock issued by Healthtech Solutions. The Company determined that the fair value of the Series C Preferred Stock was equal to the amount of cash acquired in the transaction plus the amount of debt in excess of that cash that was assumed, and on a preliminary basis allocated the fair value accordingly between the assets acquired and the liabilities assumed. The Company will continue to review the facts and circumstances that are relevant to a measurement of the fair value of Varian's assets, and may, during the applicable measurement period, retrospectively adjust the allocation of the purchase price to reflect any new information obtained. The following table summarizes the provisional fair values of the assets acquired and liabilities assumed on May 7, 2021. Assets acquired: Cash $ 1,658 Goodwill 665,673 Total assets acquired 667,331 Liabilities assumed: Accounts payable 10,372 Accrued expenses 370,594 Loans payable 286,365 Total liabilities assumed 667,331 Total purchase price $ 0 |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTIES | |
note 6 -Related Parties | NOTE 6 – RELATED PARTIES During the first five months of 2020, Medi-Scan paid $10,000 per month to a law firm owned by Denis Kleinfeld, who was a managing member of Medi-Scan at that time and became a member of the Board of Directors of Healthtech Solutions in September 2020. The payment included $1,447 as compensation for use of the law firm's offices as the executive offices of Medi-Scan, the remainder was compensation for the administrative and other services of employees of the law firm, and for legal services by Mr. Kleinfeld. For legal services rendered as counsel to Healthtech Solutions during the period January 1, 2021 to June 30, 2021, Healthtech Solutions recorded $148,549 in expenses payable to Robert Brantl. Mr. Brantl was the sole officer and director of Healthtech Solutions until September 4, 2020, and has served as Secretary of Healthtech Solutions since September 4, 2020. In May 2020 David Rubin, through his personal holding company, Storm Funding LLC, agreed to contribute $250,000 to Medi-Scan in exchange for a 25% equity interest in Medi-Scan. During the remainder of 2020, Mr. Rubin satisfied $245,442 of the obligation: he contributed $142,761 by paying obligations incurred by Medi-Scan in that amount, and Mr. Rubin satisfied a total of $102,681 of the obligation by contributing to Medi-Scan the services of administrative personnel employed by eProdigy Financial LLC, a company owned by Mr. Rubin. During the period from January 1, 2021 to June 30, 2021 Mr Rubin satisfied the remainder of his contribution of $4,558. During that period, Mr Rubin also loaned $30,000 to the Company and contributed services of eProdigy Financial LLC valued at $50,542. Mr. Rubin was a managing member of Medi-Scan commencing in May 2020 and became Chairman and CEO of Healthtech Solutions in September 2020. During the quarter ended June 30, 2021 Mr. Rubin resigned from his positions with Healthtech Solutions. NOTE 6 – RELATED PARTIES (continued) On May 4, 2021 the Company entered into an Advisory Agreement with Kleinfeld Legal Services P.A., which is owned by Denis Kleinfeld. Mr. Kleinfeld was, until April 24, 2021, a member of the Company's Board of Directors. Pursuant to the Advisory Agreement, Kleinfeld Legal Services P.A. will provide legal and advisory services to Medi-Scan Inc. during the next two years. In consideration of the services, the Company will pay Kleinfeld Legal Services a $100,000 signing fee plus a services fee of $150,000 per year. The Company also assigned to Kleinfeld Legal Services 19.9% of the capital stock of Medi-Scan, Inc. During the three months ended June 30, 2021, the company recorded expenses for advisory services from Kleinfeld Legal Services totaling $125,000. As of June 30, 2021, the Company's subsidiary, Varian, had loans payable to Keystone Capital Partners and Paul Mann in the aggregate amount of $353,907, which represented amounts loaned to Varian to pay its operating expenses. The loans were made a various times from August 2020 through June 2021. The loans do not bear interest and each is repayable on the second anniversary of the specific loan. Keystone Capital Partners and Paul Mann were shareholders of Varian until May 7, 2021, and are now holders of Series C Preferred Stock issued by Healthtech Solutions. |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
SHAREHOLDERS EQUITY | |
note 7 - Shareholders Equity | NOTE 7 – SHAREHOLDERS EQUITY Authorized Capital Stock The following table sets forth information, as of June 30, 2021, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Healthtech Solutions, Inc. Class Shares Authorized Shares Outstanding Common Stock, $.001 par value 200,000,000 29,145,933 Series A Preferred Stock, $.001 par value 156,937 127,430 Series B Preferred Stock, $.001 par value 1,500,000 0 Series C Preferred Stock,$.001 par value 30,000 29,737.184 Undesignated Preferred Stock, $.001 par value 313,163 0 NOTE 7 – SHAREHOLDERS EQUITY (Continued) Series A Preferred Stock. Series C Preferred Stock. Undesignated Preferred Stock. Exchange of Series A Preferred Stock for Common Stock On May 14, 2021 the Company entered into an Exchange Agreement with Richard Parker, who is Medi-Scan's Chief Research Officer. Pursuant to the Exchange Agreement, Mr. Parker's family trust surrendered 29,407 shares of the Company's Series A Preferred Stock, and the Company issued to Mr. Parker's family trust 6,000,000 shares of its common stock and assigned to it 18.75% of the outstanding shares of Medi-Scan, Inc. In addition, Mr. Parker assigned to the Company his intellectual property concerning electromagnetic waveform entrainment technology, and the Company issued to the Parker family trust an additional 250,000 shares of its common stock. Issuance of Series C Preferred Stock for Settlement of Convertible Debentures On May 6, 2021, the Company issued 3,507,164 shares of common shares in exchange for the settlement of the convertible debentures, see Note 8 and Note 9. These shares were valued at the previous market closing price of $1.14 per share. Capital Contributions Medi-Scan's founders contributed $4,558 during the three months ended March 31, 2021, and $28,500 during the three months ended March 31, 2020. On May 21, 2020, Medi-Scan entered into agreement with Storm Funding LLC, a company owned by David Rubin. Storm Funding LLC committed to invest $250,000 in exchange for a 25% membership interest in Medi-Scan. At the same time, David Rubin joined Medi-Scan as Executive Chairman. The financing commitment has been fully satisfied. In April and May 2021, the Company issued 8,962,500 shares of common stock for aggregate proceeds of $1,792,500. |
EXCHANGEABLE NOTES AND CONVERTI
EXCHANGEABLE NOTES AND CONVERTIBLE DEBENTURES | 6 Months Ended |
Jun. 30, 2021 | |
EXCHANGEABLE NOTES AND CONVERTIBLE DEBENTURES | |
note 8 -Exchangeable Notes and Convertible Debentures | NOTE 8 – EXCHANGEABLE NOTES AND CONVERTIBLE DEBENTURES In August and September of 2020, Medi-Scan issued four 7% Exchangeable Promissory Notes in the aggregate principal amount of $375,000. Principal and interest were payable on the Notes on January 31, 2021. The Notes provided that, in the event that Medi-Scan was acquired by a corporation whose common stock was registered with the SEC, the Notes would be automatically exchanged for 7% convertible debentures issued by that acquirer. In November of 2020, by reason of the Share Exchange, the four 7% Exchangeable Promissory Notes were automatically exchanged for 7% Convertible Debentures issued by Healthtech Solutions in a principal amount of $381,505, which was equal to the principal of and accrued interest on the Notes. Then, during December of 2020, Healthtech Solutions issued four additional 7% Convertible Debentures in the aggregate principal amount of $250,000 in exchange for payment of cash in that amount. On February 4, 2021 an additional debenture was issued in the amount $50,000. The 7% Convertible Debentures were convertible into common stock, at the holders’ option, at a 30% discount to the market price of the Company’s common stock. The Company determined that the conversion feature represented a derivative financial instrument embedded in the Debentures. The accounting treatment of derivative financial instruments requires that the Company record the fair value of that derivative financial instrument as a discount to the value of the Debentures as of the inception date of each Debenture. Accordingly, the Company recorded an aggregate initial discount of $349,202 for the fair value of the derivative liability at inception of each convertible debenture. During the three and six months ending June 30, 2021, the Company amortized $27,303 and $351,202 as interest expense. During the year ended December 31, 2020, the Company amortized $9,277 as interest expense. At December 31, 2020 the notes were presented on the balance sheet, net of unamortized discount, at $325,824 . On May 6, 2021, by agreement with the holders of the 7% Convertible Debentures, the Company issued 3,507,164 shares of common shares in exchange for cancellation of the convertible debentures. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2021 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
note 9 - Derivative Financial Instruments | NOTE 9 – DERIVATIVE FINANCIAL INSTRUMENTS The Company determined the conversion feature of the 7% Convertible Debentures represented an embedded derivative since the Debentures were convertible into a variable number of shares upon conversion. Accordingly, the Debentures are not considered to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. The fair value of the derivatives embedded in the 7% Convertible Debentures as of December 31, 2020 was determined using the Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 167%, (3) weighted average risk-free interest rate of 9.0%, (4) expected life until January 31, 2024, and (5) the quoted market price of the Company’s common stock at each valuation date. At March 31, 2021, the Company marked to market the fair value of the nine derivatives and determined a fair value of $359,608. The Company recorded a gain resulting from change in fair value of debt derivatives of $7,215 for the three months ending March 31, 2021. At May 6, 2021, just prior to settlement, the Company marked-to-market the fair value of the nine derivatives and determined a fair value of $3,296,997. The Company recorded a loss from change in fair value of debt derivatives of $2,940,950 for the three months ended June 30, 2021. Upon the issuance of 3,507,164 shares of common stock (see Note 7), the balance of the derivative liability of $3,296,997 and the principal totaling $681,581 were reduced to $0. A summary of changes in derivative liabilities for the six months ended June 30, 2021 was as follows: Balance at December 31, 2020 $ 337,874 Issuance in February 2021 $ 25,388 Change in fair value (7,215 ) Balance at March 31, 2021 356,047 Change in fair value 2,940,950 Settlement upon exchange for Common Stock (3,296,997 ) Balance at June 30, 2021 - |
INCOME TAX
INCOME TAX | 6 Months Ended |
Jun. 30, 2021 | |
INCOME TAX | |
Inote 10 - ncome Taxes | NOTE 10 – INCOME TAX As discussed in Note 1, in prior years and through August 25, 2020, including during the three months ended March 31, 2020, the Company was a limited liability company which was treated as a partnership for income tax purposes, and the tax benefit of losses realized by the Company was passed on to its members. NOTE 10 – INCOME TAX (Continued) June 30, 2021 U.S. federal statutory rate 21.0 % State tax, net of federal benefit 5.0 % Change in valuation allowance (26.0 %) Net deferred tax assets - Deferred tax assets are comprised of the following: June 30, 2021 December 31, 2020 Net operating loss carryforwards $ 570,667 $ 111,265 Valuation allowance (570,667 ) (111,265 ) Net deferred tax assets $ - $ - At June 30, 2021, the Company had approximately $570,667 of federal net operating losses The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more likely than not that future benefit of the deferred tax asset will not be realized principally due to the continuing losses from operations and the change of ownership limitations and has therefore established a full valuation allowance. The tax years ending December 31, 2020 remain open to examination by the taxing authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
note 11 -Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company’s management has performed subsequent events procedures through the date these financial statements were issued, and determined that there are no reportable subsequent events. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation and Consolidation | The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2021, and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2020, filed with the SEC on March 2, 2021. The accompanying consolidated financial statements reflect the accounts of Healthtech Solutions, Inc. and its wholly owned subsidiaries, Medi-Scan and Varian. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. One significant item subject to such estimates and assumptions is the valuation of the derivative liabilities. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates. |
Concentrations of Credit Risk | We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. |
Software Development Costs | In accordance with ASC 985-20, the Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers. |
Research and Development | Research and development costs are expensed when incurred. Research and development costs include costs of research, engineering, and technical activities to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses. |
Impairment of Intangible Assets | Goodwill represents the cost of the acquired business in excess of the fair value of identifiable tangible and intangible net assets purchased. The Company reviews goodwill and intangible assets with indefinite lives for impairment according to the provisions of ASC Topic 350: "Intangibles - Goodwill and Other" |
Convertible Instruments | The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. See Note 9, |
Share-Based Compensation | The Company follows the provisions of FASB ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and recognized over its vesting period. No equity instruments were granted to employees during the six months ending June 30, 2021 and no compensation expense is required to be recognized under provisions of ASC 718 with respect to employees. |
Fair Value of Financial Instruments | The Company follows ASC 825-10-50-10 with respect to disclosures about fair value of its financial instruments and ASC 820-10-35-37 to measure the fair value of its financial instruments. ASC 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: · · · Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. Financial assets and liabilities of the Company primarily consist of cash, prepaid expenses, accounts payable and accrued liabilities, other payables and convertible debentures. As of June 30, 2021, the carrying values of these financial instruments (other than convertible debentures) approximated their fair values due to the short-term nature of these instruments. See There were no transfers between level 1, level 2 or level 3 measurements during the six months ending June 30, 2021. |
Earnings Per Share | The Company calculates earnings per share (“EPS”) as required by ASC 260, Earnings Per Share. Basic EPS is calculated by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, excluding common stock equivalents. Diluted EPS is computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, plus the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For periods with a net loss, the dilutive common stock equivalents are excluded from the diluted EPS calculation. For purposes of this calculation, common stock subject to repurchase by the Company, options, and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive. |
Income Taxes | The Company follows ASC Topic 740, Income Taxes, which requires the recognition of deferred income taxes for the differences between the basis of assets and liabilities for financial statements and income tax purposes. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are also recognized for operating losses and for tax credit carryforwards. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740-10-30 requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under ASC 740-10-30, tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Under ASC 740-10-40, previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company had no material uncertain tax positions as of June 30, 2021 or December 31, 2020. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or the deferred tax asset valuation allowance. |
Recently Adopted Accounting Standards | The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any recently issued pronouncements to have an impact on its results of operations or financial position. |
VARIAN ACQUISITION (Tables)
VARIAN ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
VARIAN ACQUISITION | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets acquired: Cash $ 1,658 Goodwill 665,673 Total assets acquired 667,331 Liabilities assumed: Accounts payable 10,372 Accrued expenses 370,594 Loans payable 286,365 Total liabilities assumed 667,331 Total purchase price $ 0 |
SHAREHOLDERS EQUITY (Tables)
SHAREHOLDERS EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SHAREHOLDERS EQUITY | |
Summary of Shareholders Equity | Class Shares Authorized Shares Outstanding Common Stock, $.001 par value 200,000,000 29,145,933 Series A Preferred Stock, $.001 par value 156,937 127,430 Series B Preferred Stock, $.001 par value 1,500,000 0 Series C Preferred Stock,$.001 par value 30,000 29,737.184 Undesignated Preferred Stock, $.001 par value 313,163 0 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
Summary of Changes in Convertible Debentures | Balance at December 31, 2020 $ 337,874 Issuance in February 2021 $ 25,388 Change in fair value (7,215 ) Balance at March 31, 2021 356,047 Change in fair value 2,940,950 Settlement upon exchange for Common Stock (3,296,997 ) Balance at June 30, 2021 - |
INCOME TAX (Tables)
INCOME TAX (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
INCOME TAX | |
Schedule of Provision for Income Taxes | June 30, 2021 U.S. federal statutory rate 21.0 % State tax, net of federal benefit 5.0 % Change in valuation allowance (26.0 %) Net deferred tax assets - |
Schedule of Deferred Tax Assets | June 30, 2021 December 31, 2020 Net operating loss carryforwards $ 570,667 $ 111,265 Valuation allowance (570,667 ) (111,265 ) Net deferred tax assets $ - $ - |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - shares | May 07, 2021 | Nov. 12, 2020 |
Series A Preferred Stock [Member] | Medi-Scan Inc [Member] | ||
Share exchange equity percentage | 97 | |
Agreed number of shares issued to shareholders | 156,837 | |
Series C Preferred Stock [Member] | Healthtech Solutions [Member] | ||
Agreed number of shares issued to shareholders | 29,737 | |
Ownership percentage | 99.83% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
GOING CONCERN | ||
Accumulated deficit | $ (6,506,453) | $ (1,438,706) |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
INTANGIBLE ASSETS | ||
Amortization expense | $ 19,444 | $ 19,444 |
VARIAN ACQUISITION (Details)
VARIAN ACQUISITION (Details) | May 07, 2021USD ($) |
Assets acquired: | |
Cash | $ 1,658 |
Goodwill | 665,673 |
Total assets acquired | 667,331 |
Liabilities assumed: | |
Accounts payable | 10,372 |
Accrued expenses | 370,594 |
Loans payable | 286,365 |
Total liabilities assumed | 667,331 |
Total purchase price | $ 0 |
VARIAN ACQUISITION (Details Nar
VARIAN ACQUISITION (Details Narrative) | May 07, 2021shares |
Healthtech Solutions [Member] | Series C Preferred Stock [Member] | |
Business acquisition exchange of shares | 29,737 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Loan From related party | $ 353,907 | $ 0 | $ 353,907 | |
Proceeds from realted party contribution | 4,558 | $ 0 | ||
Denis Kleinfeld [Member] | ||||
Compensation payment for law firm | 1,447 | |||
Related party transacation monthly expenses | $ 10,000 | |||
Denis Kleinfeld [Member] | Advisory Agreement [Member] | ||||
Legal Services | $ 125,000 | |||
Legal service signing fee | 100,000 | |||
Service fee | $ 150,000 | |||
Legal service of capital stock percentage | 19.9 | |||
David Rubin [Member] | Storm Funding LLC [Member] | May 2020 [Member] | ||||
Proceeds from realted party contribution | $ 250,000 | |||
Equity interest | 25.00% | 25.00% | ||
Contributed obligation to pay | $ 142,761 | |||
Mr. Rubin [Member] | eProdigy Financial LLC [Member] | ||||
Related party debt | 30,000 | |||
Contributed services value | $ 50,542 | |||
Description of services and administrative obligation | of the obligation by contributing to Medi-Scan the services of administrative personnel employed by eProdigy Financial LLC, a company owned by Mr. Rubin. During the period from January 1, 2021 to June 30, 2021 Mr Rubin satisfied the remainder of his contribution of $4,558 | |||
Mr. Rubin [Member] | May 2020 [Member] | ||||
Settlement of obligation | $ 245,442 | |||
Total obligation to pay | 102,681 | |||
Robert Brantl [Member] | ||||
Legal Services | $ 148,549 |
SHAREHOLDERS EQUITY (Details)
SHAREHOLDERS EQUITY (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Shares authorized | 200,000,000 | 200,000,000 |
Series C Preferred Stock,$.001 par value | ||
Shares outstanding, other | 29,737.184 | |
Shares authorized | 30,000 | |
Common Stock, $.001 par value | ||
Shares authorized | 200,000,000 | |
Shares outstanding | 29,145,933 | |
Series A Preferred Stock, $.001 par value | ||
Shares authorized | 156,937 | |
Shares outstanding | 127,430 | |
Series B Preferred Stock, $.001 par value | ||
Shares authorized | 1,500,000 | |
Shares outstanding | 0 | |
Undesignated Preferred Stock, $.001 par value | ||
Shares authorized | 313,163 | |
Shares outstanding | 0 |
SHAREHOLDERS EQUITY (Details Na
SHAREHOLDERS EQUITY (Details Narrative) - USD ($) | May 14, 2021 | May 06, 2021 | May 21, 2020 | May 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Common stock shares issued during the period, shares | 3,507,164 | 8,962,500 | |||||
Proceeds from issuance of share | $ 1,792,500 | $ 1,792,500 | $ 94,048 | ||||
Price per share | $ 1.14 | ||||||
Medi Scans Founder [Member] | |||||||
Capital contribution description | Medi-Scan entered into agreement with Storm Funding LLC, a company owned by David Rubin. Storm Funding LLC committed to invest $250,000 in exchange for a 25% membership interest in Medi-Scan. | Medi-Scan's founders contributed $4,558 during the three months ended March 31, 2021, and $28,500 during the three months ended March 31, 2020. | |||||
Series C Preferred Stock [Member] | |||||||
Preferred share conversion term | Each share of Series A Preferred Stock is convertible by the holder into two thousand (2,000) shares of Common Stock. | ||||||
Preferred stock voting rights | Each share of Series A Preferred Stock entitles a stockholder to voting rights equivalent to those of 2,000 shares of Common Stock on all matters upon which stockholders are permitted to vote. | ||||||
Preferred stock liquidation preference | $ 0.01 | ||||||
Series C Preferred Stock [Member] | Healthtech Solutions [Member] | |||||||
Liquidation preference | 4.90% | ||||||
Ownership percentage | 4.90% | ||||||
Description of related party loan | The percentage ownership of Healthtech Oncology that the Series C Shareholders will obtain if they exchange their Series C Shares will depend on the amount of cash loaned by Healthtech Solutions to Healthtech Oncology: ranging from 85% ownership, if Healthtech Solutions loans $10 million to Healthtech Oncology, to 100% if Healthtech Solutions makes no loans to Healthtech Oncology. The Series C Shareholders may exchange their shares after April 1, 2023 | ||||||
Series A Preferred Stock [Member] | Exchange Agreement With Richard Parker [Member] | |||||||
Ownership percentage | 18.75% | ||||||
Shares surrendered, shares | 29,407 | ||||||
Common stock shares issued to related party | 6,000,000 | ||||||
Additional shares issued, shares | 250,000 |
EXCHANGEABLE NOTES AND CONVER_2
EXCHANGEABLE NOTES AND CONVERTIBLE DEBENTURES (Details Narrative) - 7% Exchangeable Promissory Notes [Member] - USD ($) | May 06, 2021 | Mar. 31, 2021 | Nov. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 31, 2020 |
Debt instrument principal amount | $ 375,000 | $ 375,000 | |||||
Exchangeable promissory note description | by reason of the Share Exchange, the four 7% Exchangeable Promissory Notes were automatically exchanged for 7% Convertible Debentures issued by Healthtech Solutions in a principal amount of $381,505, which was equal to the principal of and accrued interest on the Notes. Then, during December of 2020, Healthtech Solutions issued four additional 7% Convertible Debentures in the aggregate principal amount of $250,000 in exchange for payment of cash in that amount. On February 4, 2021 an additional debenture was issued in the amount $50,000. | Medi-Scan issued four 7% Exchangeable Promissory Notes in the aggregate principal amount of $375,000. Principal and interest were payable on the Notes on January 31, 2021. | |||||
Common Shares [Member] | |||||||
Convertible debenture conversion term | The 7% Convertible Debentures were convertible into common stock, at the holders’ option, at a 30% discount to the market price of the Company’s common stock. | ||||||
Fair value of derivative liability | $ 349,202 | ||||||
Amortized Interest expense | $ 27,303 | ||||||
Interest expenses | $ 351,202 | $ 9,277 | |||||
Debt instrument Unamortized discount | $ 325,824 | ||||||
Common stock shares issued upon debt conversion | 3,507,164 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Balance at March 31, 2021 | $ 337,874 |
Settlement upon exchange for Common Stock | (3,296,997) |
Change in fair value | 2,940,950 |
Balance at June 30, 2021 | 356,047 |
Balance at December 31, 2020 | 305,684 |
Balance at March 31, 2021 | 0 |
Derivative Financial Instruments Liabilities [Member] | |
Change in fair value | (7,215) |
Balance at December 31, 2020 | 337,874 |
Issuance in February 2021 | 25,388 |
Balance at March 31, 2021 | $ 356,057 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details Narrative) - Derivative Financial Instruments Liabilities [Member] - USD ($) | May 06, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Dividend yield | 0.00% | |||
Expected volatility | 167.00% | |||
Fair value of embeded feature | 7.00% | |||
Weighted average risk free interest rate | 9.00% | |||
Expected life | Jan. 31, 2024 | |||
Change in fair value of derivative | $ 2,940,920 | $ (7,215) | $ 681,581 | |
Issuance shares of common stock | 3,507,164 | |||
Fair value of derivative liability | $ 3,296,997 | $ 359,608 | $ 3,296,997 |
INCOME TAX (Details)
INCOME TAX (Details) | 6 Months Ended |
Jun. 30, 2021 | |
INCOME TAX | |
U.S. federal statutory rate | 21.00% |
State tax, net of federal benefit | 5.00% |
Change in Valuation allowance | (26.00%) |
Net deferred tax assets, percentage | 0.00% |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
INCOME TAX | ||
Net operating loss carryforwards | $ 570,667 | $ 111,265 |
Valuation allowance | (570,667) | (111,265) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
INCOME TAX | |
Net operating loss carryforward | $ 570,667 |
Operating loss carryforward limitations on use | Through 2036, the amount and utilization of any future net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code. |