Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | U.S. STEM CELL, INC. | ||
Trading Symbol | USRM | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 571,626,258 | ||
Entity Public Float | $ 2,376,858 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001388319 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | FL | ||
Entity File Number | 001-33718 | ||
Entity Tax Identification Number | 65-0945967 | ||
Entity Address, Address Line One | 1560 Sawgrass Corporate Pkwy | ||
Entity Address, Address Line Two | 4th Floor | ||
Entity Address, City or Town | Sunrise | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33323 | ||
City Area Code | 954 | ||
Local Phone Number | 835-1500 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Security Exchange Name | NONE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 587 | ||
Auditor Name | RBSM LLP | ||
Auditor Location | New York, NY |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 39,393 | $ 18,570 |
Accounts receivable, net of allowance of $75,000 and $13,203, respectively | 1,213 | 54,164 |
Inventories | 393 | 5,418 |
Prepaid expenses and other current assets | 10,000 | 10,000 |
Total current assets | 50,999 | 88,152 |
Total assets | 50,999 | 88,152 |
Current liabilities: | ||
Accounts payable | 1,373,413 | 1,282,010 |
Accrued expenses | 1,951,390 | 1,511,281 |
Advances - related parties | 951,432 | 861,432 |
Deferred revenue, current portion | 3,000 | 3,000 |
Deposits | 465,286 | 465,286 |
Notes payable - related parties | 3,144,200 | 2,721,478 |
Notes payable, current portion, net of debt discount of $10,052 and $9,610, respectively | 2,557,881 | 2,562,149 |
Promissory note payable | 1,397,762 | 1,397,762 |
Convertible notes payable, net of debt discount of $241,589 and $1,874, respectively | 194,411 | 43,126 |
Total current liabilities | 12,038,775 | 10,847,524 |
Long-term liabilities: | ||
Deferred revenue | 56,500 | 59,500 |
Notes payable, net of debt discount of $21,575 and $31,627, respectively | 722,060 | 760,420 |
Total long-term liabilities | 778,560 | 819,920 |
Total liabilities | 12,817,335 | 11,667,444 |
Commitments and contingencies (See Note 12) | ||
Stockholders' deficit: | ||
Preferred stock, par value $0.001; 20,000,000 shares authorized, -0- issued and outstanding | 0 | 0 |
Common stock, par value $0.001; 2,000,000,000 shares authorized, 503,525,051 and 435,560,794 shares issued and outstanding, respectively | 503,525 | 435,561 |
Additional paid-in capital | 126,532,063 | 124,499,655 |
Accumulated deficit | (139,801,924) | (136,514,508) |
Total stockholders' deficit | (12,766,336) | (11,579,292) |
Total liabilities and stockholders' deficit | $ 50,999 | $ 88,152 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance (in Dollars) | $ 75,000 | $ 13,203 |
Debt discount (in Dollars) | $ 21,575 | $ 31,627 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 503,525,051 | 435,560,794 |
Common stock, shares outstanding | 503,525,051 | 435,560,794 |
Notes Payable, Other Payables [Member] | ||
Debt discount (in Dollars) | $ 10,052 | $ 9,610 |
Convertible Debt [Member] | ||
Debt discount (in Dollars) | $ 241,589 | $ 1,874 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Revenue | $ 200,749 | $ 277,087 |
Cost of sales | 52,030 | 64,117 |
Gross profit | 148,719 | 212,970 |
Operating expenses: | ||
Selling, general and administrative | 2,284,577 | 2,613,211 |
Total operating expenses | 2,284,577 | 2,613,211 |
Loss from operations | (2,135,858) | (2,400,241) |
Other income (expense): | ||
Gain (loss) on settlement of accounts payable and accrued interest, net | (151,410) | 182 |
Gain on sale of equipment | 0 | 21,474 |
Income (loss) from equity investments | 0 | (23,539) |
Interest expense | (1,000,148) | (488,369) |
Total other income (expense) | (1,151,558) | (490,252) |
Net loss before income taxes | (3,287,416) | (2,890,493) |
Income taxes (benefit) | 0 | 0 |
NET LOSS | $ (3,287,416) | $ (2,890,493) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 460,794,491 | 429,291,011 |
Product [Member] | ||
Revenue: | ||
Revenue | $ 180,894 | $ 209,696 |
Service [Member] | ||
Revenue: | ||
Revenue | $ 19,855 | $ 67,391 |
STATEMENT OF STOCKHOLDERS' DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 0 | $ 417,725 | $ 123,726,894 | $ (133,624,015) | $ (9,479,396) |
Balance (in Shares) at Dec. 31, 2019 | 0 | 417,724,767 | |||
Common stock issued in settlement | $ 10,355 | 41,559 | 51,914 | ||
Common stock issued in settlement (in Shares) | 10,354,560 | ||||
Common stock issued in lieu of interest | $ 3,481 | 18,263 | 21,744 | ||
Common stock issued in lieu of interest (in Shares) | 3,481,467 | ||||
Common stock issued for services | $ 4,000 | 12,000 | $ 16,000 | ||
Common stock issued for services (in Shares) | 4,000,000 | 4,000,000 | |||
Beneficial conversion feature recognized on convertible notes | 15,000 | $ 15,000 | |||
Stock based compensation | 685,939 | 685,939 | |||
Net loss | (2,890,493) | (2,890,493) | |||
Balance at Dec. 31, 2020 | $ 435,561 | 124,499,655 | (136,514,508) | (11,579,292) | |
Balance (in Shares) at Dec. 31, 2020 | 435,560,794 | ||||
Common stock issued in settlement | $ 6,642 | 225,100 | 231,742 | ||
Common stock issued in settlement (in Shares) | 6,642,197 | ||||
Common stock issued in lieu of interest | $ 931 | 18,869 | 19,800 | ||
Common stock issued in lieu of interest (in Shares) | 930,916 | ||||
Common stock issued for services | $ 4,000 | 124,000 | $ 128,000 | ||
Common stock issued for services (in Shares) | 4,000,000 | 4,000,000 | |||
Beneficial conversion feature recognized on convertible notes | 641,688 | $ 641,688 | |||
Common stock issued for cash | $ 27,500 | 247,500 | $ 275,000 | ||
Common stock issued for cash (in Shares) | 27,500,000 | 27,500,000 | |||
Common stock issued upon conversion of convertible notes | $ 28,891 | 346,695 | $ 375,586 | ||
Common stock issued upon conversion of convertible notes (in Shares) | 28,891,144 | ||||
Stock based compensation | 428,556 | 428,556 | |||
Net loss | (3,287,416) | (3,287,416) | |||
Balance at Dec. 31, 2021 | $ 503,525 | $ 126,532,063 | $ (139,801,924) | $ (12,766,336) | |
Balance (in Shares) at Dec. 31, 2021 | 503,525,051 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,287,416) | $ (2,890,493) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt (recoveries) | 93,241 | 0 |
Interest and amortization of debt discount | 977,386 | 447,380 |
Loss (gain) on settlement of accounts payable and accrued interest | 151,410 | (182) |
Gain on sale of equipment | 0 | (21,474) |
Related party notes payable issued for services rendered | 422,722 | 1,119,615 |
Loss on equity investments | 0 | 23,539 |
Stock-based compensation | 556,556 | 701,939 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (40,290) | (5,956) |
Inventories | 5,025 | 2,678 |
Accounts payable | 73,195 | 149,521 |
Accrued expenses | (6,768) | 18,347 |
Deferred revenue | (3,000) | (23,800) |
Net cash used in operating activities | (1,057,939) | (478,886) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from (repayments to) overdraft protection | 0 | (1,520) |
Proceeds from sale of common shares | 275,000 | 0 |
Proceeds from related party advances | 90,000 | 349,688 |
Proceeds from notes payable | 0 | 150,000 |
Repayments of notes payable | (52,238) | (45,712) |
Proceeds from convertible note payable | 766,000 | 45,000 |
Net cash provided by financing activities | 1,078,762 | 497,456 |
Net increase in cash and cash equivalents | 20,823 | 18,570 |
Cash and cash equivalents, beginning of period | 18,570 | 0 |
Cash and cash equivalents, end of period | 39,393 | 18,570 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid | 22,762 | 40,989 |
Income taxes paid | 0 | 0 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common shares issued in settlement of accounts payable | 231,742 | 51,914 |
Common shares issued in lieu of interest | 19,800 | 21,744 |
Beneficial conversion feature recognized on convertible note | 641,688 | 15,000 |
Common shares issued upon conversion of convertible notes and accrued interest | $ 375,586 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations [Text Block] | NOTE 1 NATURE OF OPERATIONS U.S. Stem Cell, Inc. was incorporated under the laws of the State of Florida in August 1999. The Company is in the cardiovascular sector of the cell technology industry delivering cell therapies and biologics that help address congestive heart failure, lower limb ischemia, chronic heart ischemia, acute myocardial infarctions and other issues. The business includes the development of proprietary cell therapy products as well as revenue generating physician and patient-based regenerative medicine/cell therapy training services, cell collection and cell storage services, the sale of cell collection and treatment kits for humans and animals, and the operation of cell therapy clinics. To date, the Company has not generated significant revenues in that they remain less than their total operating expenses, has incurred expenses, and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a research and development business enterprise. |
GOING CONCERN AND MANAGEMENT'S
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 GOING CONCERN AND MANAGEMENT S LIQUIDITY PLANS 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. As shown in the accompanying financial statements, as of December 31, 2021, the Company had cash on hand of $39,393 and a working capital deficit (current liabilities in excess of current assets) of $11,987,776. During the year ended December 31, 2021, the net loss was $3,287,416 and net cash used in operating activities was $1,057,939. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. The Company’s primary source of operating funds has been from revenue generated from sales with additional cash proceeds from the sale of common stock and the issuances of promissory notes and other debt. The Company has experienced net losses from operations since inception, but it expects these conditions to improve in the future as it develops its business model. The Company had a stockholders’ deficit at December 31, 2021 and requires additional financing to fund future operations. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include stock-based compensation, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable, accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are non-interest bearing and are stated at gross invoice amounts less an allowance for doubtful accounts. Credit is extended to customers based on an evaluation of their financial condition, industry reputation, and other judgmental factors considered by the Company’s management. The Company generally does not require collateral or other security interest to support accounts receivable. Based on trends and specific factors, the customer’s credit terms may be modified, including required payment upon delivery. The Company performs regular on-going credit evaluations of its customers as deemed relevant. As events, trends, and circumstance warrant, the Company’s management estimates the amounts that are more likely than not to be uncollectible. These amounts are recognized as bad debt expense and are reflected within selling, general, administrative and other expenses on the Company’s accompanying statements of operations. Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of December 31, 2021 and 2020, the allowance for doubtful accounts was $75,000 and $13,203, respectively. Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs. Investments The Company follows Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10”) which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company accounted for its 49.9% member interest ownership of U.S. Stem Cell Clinic, LLC and its 49% member interest ownership of U.S. Stem Cell Clinic of the Villages utilizing the equity method of accounting (See Note 5). Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 15 years. Long-Lived Assets The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets.” Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company determined that there was no impairment on its long-lived assets during the period presented. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606 “Revenue from Contracts with Customers” (“ASC 606”). ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company’s primary sources of revenue are from the sale of test kits and equipment, training services, patient treatments, laboratory services and cell banking. Revenues for kits and equipment sold are not recorded until kits and equipment are received by the customer. Revenues from in-person trainings are recognized when the training occurs and revenues from on demand online trainings are recognized when the customer purchases the rights to the training course. Any cash received as a deposit for trainings are recorded by the Company as a liability. Patient treatments and laboratory services revenue are recognized when those services have been completed or satisfied. Revenues for cell banking are accounted for as multiple performance obligations as described in ASC 606 and addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Because the Company sells its services separately, on more than a limited basis and at a price within a narrow range, the Company was able to allocate revenue based on stand-alone pricing. The multiple performance obligations include stem cell banking, dose retrieval and yearly storage fees. Revenues for stem cell banking and dose retrieval is recognized at the point of service and revenues for the yearly storage fees is recognized over the term of the banking contract, which is typically one year with annual renewals. At December 31, 2021 and 2020, the Company had deferred revenues of $59,500 and $62,500, respectively, all of which relates to the Intellectual Property Licensing Agreement. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $0 for the year ended December 31, 2021 and 2020. Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. Net Loss per Common Share The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share as of December 31, 2021 and 2020 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: December 31, 2021 2020 Options 110,643,884 111,119,914 Warrants 1,103,127 1,110,468 Convertible notes 17,876,880 7,309,676 Total potentially dilutive shares 129,623,891 119,540,058 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which significantly changes how entities will measure credit losses for most financial assets, including accounts receivable. ASU No. 2016-13 will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. On November 15, 2019, the FASB delayed the effective date of Topic 326 for certain small public companies and other private companies until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company does not expect the new guidance will have a material impact on its financial statements. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2021 and 2020 is summarized as follows: December 31, 2021 2020 Furniture, fixtures and equipment $ 5,598 $ 5,598 Computer equipment 1,809 1,809 Property and equipment, cost 7,407 7,407 Less: accumulated depreciation and amortization (7,407 ) (7,407 ) Property and equipment, net $ - $ - As a consequence of the Court Order (see Note 12 “Government Claim”), the Company resolved to divest itself of certain equipment and other assets (the “Equipment Assets”) used in connection with the Company’s human tissue banking business, but consistent however with the requirements of the Court Order, and to adjust the business plan and operations to accommodate this potential divesture. To facilitate the above, the Company entered into a Termination and Release Agreement and a Letter Agreement intended to divest itself of certain equipment and other assets underlying the related equipment lease transaction. In addition, on October 24, 2019, the Company entered into an Assignment and Assumption of Lease by and between the Company, American Cell Technology, LLC, and Sawgrass Business Plaza, LLC. Subsequently, the Company relocated to a new location within the same city and entered into a month-to-month lease. As part of the termination of the operating lease, the Company left certain property and equipment (all of which had been fully depreciated) at the old location. In connection with the sale of the lab, medical and other equipment, the Company realized a gain on sale of equipment of $386,535. The gain is recognized ratably over the term of the lease to operations. During the year ended December 31, 2021 and 2020, the Company recognized $0 and $21,474, as the gain on sale of equipment, respectively. As of December 31, 2021 and 2020, deferred gain on sale of equipment was $0. Depreciation expense was $0 for the year ended December 31, 2021 and 2020. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | NOTE 5 INVESTMENTS During March 2021, we divested ourselves of our Member Interest in U.S. Stem Cell Clinic, LLC, while US Stem Cell Clinic of the Villages, LLC is currently dormant. U.S. Stem Cell Clinic, LLC The investment in U.S. Stem Cell Clinic, LLC was comprised of a 49.9% (increased from 33.3% on January 29, 2019) member interest ownership and is accounted for using the equity method of accounting. The Company’s income (loss) earned by U.S. Stem Cell Clinic, LLC member interest was $0 and ($23,539) for the year ended December 31, 2021 and 2020, respectively (inception to date income of $599,721) and is included in other income (expense) in the accompanying statements of operations. In addition, during the year ended December 31, 2021 and 2020, the Company received distributions totaling $0 from U.S. Stem Cell Clinic, LLC (inception to date of $663,870). In March 2021, the Company divested its entire interest in U.S. Stem Cell Clinic, LLC (See Note 6, 7 and 12). The carrying value of the investment at December 31, 2021 and 2020 is $0. At December 31, 2021 and 2020, accounts receivable for sales of product and services to U.S. Stem Cell Clinic, LLC was $28,763. Revenues earned from sales to U.S. Stem Clinic, LLC for the year ended December 31, 2021 and 2020 were $2,531 and $2,182, respectively. An affiliate of one of the Company’s officers is a minority investor in the U.S. Stem Cell Clinic, LLC. U.S. Stem Cell of the Villages LLC On January 30, 2018, Greg Knutson, a director of the Company (“Knutson”) and the Company agreed to open and operate a regenerative medicine/cell therapy clinic providing cellular treatments for patients afflicted with neurological, autoimmune, orthopedic and degenerative diseases in Florida. To that end, U.S. Stem Cell Clinic of The Villages LLC (the “Villages”) was formed January 30, 2018. Knutson provided the Company with the sum of Three Hundred Thousand Dollars ($300,000) (the “Investment”) to be utilized for the formation and initial operation of the Villages. Currently, Knutson holds a 51% member interest in the Villages and the Company holds a 49% member interest. The Company will provide operating assistance as well as management services, the latter to be compensated at fee of five percent (5%) of the Villages gross revenues. As of December 31, 2018, upon completion of U.S. Stem Cell of the Villages LLC, the Company received $189,909 from Greg Knutson, the holder of the 51% member interest. Accordingly, this was recognized as additional paid-in capital. Subsequently, the Company contributed $86,750 as its initial investment in the Villages. The Company’s 49% income (loss) earned by the Villages member interest was $0 for the year ended December 31, 2021 and 2020, respectively (inception to date loss of $23,050) and is included in other income (expense) in the accompanying statements of operations. In addition, during the year ended December 31, 2021 and 2020, the Company received distributions totaling $0 from the Villages. The carrying value of the investment at December 31, 2021 and 2020 is $0. At December 31, 2021 and 2020, accounts receivable for sales of products and services to the Villages was $0. Revenues earned from sales to the Villages for the year ended December 31, 2021 and 2020 was $0. During the year ended December 31, 2021 and 2020, the Company received $0 in management fees from the Villages. As of the date of this filing, U.S. Stem Cell Clinic of the Villages, LLC is currently dormant. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 6 ACCRUED EXPENSES Accrued expenses consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Interest and fees payable to the Guarantors of the Company’s loan agreement with Seaside Bank $ 644,670 $ 549,628 Accrued interest payable 1,227,588 882,515 Vendor accruals and other 79,132 79,138 Total Accrued expenses $ 1,951,390 $ 1,511,281 On February 10, 2021, as part of a settlement agreement, the Company transferred its entire member interest in U.S. Stem Cell, LLC to Dr. Kristen Comella as settlement for $100,000 of accrued interest owed to Dr. Comella, resulting in a gain on settlement of $100,000 (See Note 5, Note 7 and Note 12 “Litigation”). |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 7 NOTES PAYABLE Notes and capital leases payable were comprised of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Seaside Bank note payable $ 980,000 $ 980,000 Dr. Comella note payable* 255,579 255,579 Dr. Comella note payable* 300,000 300,000 Dr. Comella note payable* 300,000 300,000 Dr. Comella note payable* 300,000 300,000 Hunton & Williams note payable 380,000 386,000 Weider note payable 413,239 450,477 Mallard note payable 232,750 241,750 EIDL note payable 150,000 150,000 Total notes payable 3,311,568 3,363,806 Less unamortized debt discount (31,627 ) (41,237 ) Total notes payable net of unamortized debt discount 3,279,941 3,322,569 Less current portion (2,557,881 ) (2,562,149 ) Long-term portion $ 722,060 $ 760,420 * Dr. Comella is a former member of the Board of Directors and resigned on December 1, 2019. This note was previously included in notes payable - related parties. Seaside Bank On October 25, 2010, the Company entered into a Loan Agreement with Seaside National Bank and Trust for a $980,000 loan at 4.25% per annum interest that was used to refinance the Company’s loan with Bank of America. The obligation is guaranteed by certain stockholders of the Company. The Company renewed the loan with Seaside National Bank and Trust during the first quarter of 2018 to extend the maturity date to May 18, 2020. The Company renewed the loan with Seaside National Bank and Trust during the first quarter of 2020 to extend the maturity date to May 18, 2022. Dr. Comella, former Chief Science Officer On September 6, 2016, the Company issued a $300,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due upon demand. As of December 31, 2021 and 2020, the remaining carrying value of the note was $255,579. On August 7, 2017, the Company issued a $300,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due one year from date of issuance. As of December 31, 2021 and 2020, the remaining carrying value of the note was $300,000. On May 7, 2018, the Company issued a $300,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due six months from date of issuance. As of December 31, 2021 and 2020, the remaining carrying value of the note was $300,000. On July 1, 2019, the Company issued a $300,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due November 7, 2019. As of December 31, 2021 and 2020, the remaining carrying value of the note was $300,000. On February 10, 2021, as part of a settlement agreement, the Company transferred its entire member interest in U.S. Stem Cell, LLC to Dr. Kristen Comella as settlement for $100,000 of accrued interest owed to Dr. Comella, resulting in a gain on settlement of $100,000 (See Note 5, Note 6 and Note 12 “Litigation”). At December 31, 2021 and 2020, accrued interest on the notes was $166,424 and $208,645, respectively, and is included in accrued expenses on the accompanying balance sheet. Dr. Comella has not served as member of the Board of Directors since September 1, 2019. Hunton & Williams At December 31, 2016, the Company has two outstanding notes payable with interest at 8% per annum due at maturity. The two notes, $61,150 and $323,822, are payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar Biotech Group, LLC (or successor) Loan is paid off. On August 31, 2017, the Company and the noteholder entered into a Note Forbearance, Modification and Repayment Agreement (“Agreement”). The two notes, $61,150 and $323,822, were payable in one balloon payment upon the date of a written demand and upon certain triggering events occurring. The sum of unpaid principal and accumulated interest for both notes as of August 31, 2017 of $747,680 and an accounts payable of $40,596 result in an aggregate balance due of $788,276. The noteholder agreed to accept full payment of their obligation over a four (4) year period in 48 monthly installments on an adjusted debt obligation in aggregate of $624,000 (reducing the outstanding balance), with such payments staggered in amounts such that the Company will pay $10,000 monthly the first year, $12,000 monthly the second year, $14,000 monthly the third year, and $16,000 monthly the final year. In addition, the noteholder agreed to suspend accrual interest on the notes commencing September 1, 2017. The Agreement remains in full force and effect provided the Company continues to make the monthly payments, there is no event of default as defined in the notes and an agreement to a subordination agreement by Northstar Biotech Group, LLC, which has been provided. In May 2019, the Company did not make the required scheduled payment. In September 2019, the noteholder agreed to waive their default rights under the agreement provided a minimum of $5,000 was paid by the end of 2019 and to reduce the required monthly payment to $500 per month commencing in January 2020. The Company satisfied the $5,000 payment requirement by the end of 2019 and commenced making the required $500 monthly payments in January 2020. The Company last made a $500 payment in March 2021 and thereby became delinquent until making three $1,500 payments during the fourth quarter of 2021 (a total of $6,000 in payments were made during 2021) thereby becoming current as of December 31, 2021. The Company imputed an interest rate of 5% and discounted the note accordingly. The imputed debt discount of $69,700 was amortized to interest expense using the effective interest method. In September 2019, the Company was in default and was negotiating a revised payment structure. Thus, the remaining unamortized debt discount was charged to interest expense at September 30, 2019. As of December 31, 2021 and 2020, the remaining carrying value of the note was $380,000 and $386,000, respectively. Weider The Company, as one of the parties entered into a Settlement Agreement and General Release (the “Agreement”) dated June 3, 2019 related to certain medical procedures. Without admitting any liability, and as part of that Agreement, the Company agreed to provide a five-year 5.25% unsecured promissory note, dated June 15, 2019, in the principal amount of $500,000, payable in monthly increments of $5,000 per month, with a final balloon payment due on June 15, 2024. Accordingly, the Company recognized Pre-litigation expense of $500,000. As of December 31, 2021 and 2020, the remaining carrying value of the note was $413,239 and $450,477, respectively. Mallard The Company, as one of the parties entered into a Settlement Agreement and General Release (the “Agreement”) dated December 6, 2019 related to certain medical procedures. Without admitting any liability, and as part of that Agreement, the Company agreed to provide a five-year non-interest bearing unsecured promissory note, dated December 6, 2019, in the principal amount of $250,000, payable in monthly increments of $750 per month, with a final balloon payment of $205,000 due on January 1, 2025. The Company imputed an interest rate of 5% and discounted the note accordingly. The imputed debt discount of $51,063 is being amortized to interest expense using the effective interest method. Accordingly, the Company recognized Pre-litigation expense of $198,937. For the year ended December 31, 2021 and 2020, the Company amortized $9,610 and $9,211, respectively, of debt discount to interest expense. As of December 31, 2021 and 2020, the remaining carrying value of the note was $201,123 and $208,763, net of debt discount of $31,627 and $41,237, respectively. Economic Injury Disaster Loan (EIDL) On June 20, 2020, the Company executed the standard loan documents for an EIDL from the U.S. Small Business Administration in light of the impact of the COVID-19 pandemic on our business. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL received was $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, are due monthly beginning June 20, 2021 (twelve months from the date of the SBA Loan Agreement) in the amount of $731. On March 15, 2021, the initial payment date was extended 12 months to June 20, 2022. The balance of principal and interest is payable thirty years from the date of the SBA Loan Agreement. As of December 31, 2021 and 2020, the remaining carrying value of the note was $150,000. At December 31, 2021 and 2020, accrued interest on the note was $8,615 and $2,990, respectively, and is included in accrued expenses on the accompanying balance sheet. |
PROMISSORY NOTE PAYABLE
PROMISSORY NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Short-term Debt [Text Block] | NOTE 8 PROMISSORY NOTE PAYABLE On June 1, 2015, the Company issued an amended and restated promissory note of $1,697,762 in settlement of the $1,500,000 outstanding subordinated debt, related accrued interest of $373,469 and accumulated and unpaid guarantor fees of $624,737. The note is unsecured and non-interest bearing and requires four semi-annual payments of $75,000 beginning on December 31, 2015 with the remaining unpaid balance due June 1, 2020. On June 1, 2020, the Company defaulted on the promissory note. Upon default, the note became due in full and the Company began accruing interest at the default interest rate of 18%. The Company imputed an interest rate of 5% and discounted the promissory note accordingly. The imputed debt discount of $368,615 was amortized to interest expense using the effective interest method. For the year ended December 31, 2021 and 2020, the Company amortized $0 and $29,295, respectively of debt discount to interest expense. As of December 31, 2021 and 2020, the remaining carrying value of the note was $1,397,762. |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | NOTE 9 CONVERTIBLE NOTES PAYABLE On February 5, 2020, the Company issued an unsecured convertible promissory note in the principal amount of $35,000 that matured on February 5, 2021 and accrued interest at a rate of 5% per annum. The investor had the right to convert the outstanding balance of the note at any time into shares of common stock of the Company at a conversion price equal to a thirty percent (30%) discount of the average closing price of the Company’s common stock on the OTC Markets electronic exchange for the prior thirty (30) trading days prior to conversion, subject to adjustment. Upon the occurrence of an event of default, the investor may have accelerated the note pursuant to which the outstanding balance would become, at the noteholder’s election, immediately due and payable. As a result of the beneficial conversion feature of the note, debt discount of $15,000 was recognized with a corresponding increase in additional paid-in capital. The debt discount was amortized to interest expense using the effective interest method. As of February 5, 2021, the maturity date, the note was in default. On July 30, 2021, the investor converted the full value of the note into 3,804,348 shares of the Company’s common stock. The agreement contains a provision that in the event the conversion right is exercised, then the Holder waives all outstanding interest. Accordingly, all outstanding accrued interest at the time of conversion was reversed. For the year ended December 31, 2021 and 2020, the Company amortized $1,874 and $13,126, respectively, of debt discount to interest expense. As of December 31, 2021 and 2020, the remaining carrying value of the note was $0 and $33,126, net of debt discount of $0 and $1,874, respectively. At December 31, 2021 and 2020, accrued interest on the note was $0 and $1,582, respectively, and is included in accrued expenses on the accompanying balance sheet. On September 8, 2020, the Company issued an unsecured convertible promissory note in the principal amount of $10,000 that was due on demand and accrued interest at a rate of 5% per annum. The investor had the right to convert the outstanding balance of the note at any time into shares of common stock of the Company at a conversion price of $0.0467. Upon the occurrence of an event of default, the remaining principal and accrued interest become immediately due and payable, with interest accruing at 18% per annum on any unpaid amounts. On November 9, 2021, the investor converted the entire principal balance of $10,000 and accrued interest of $588 into 226,713 shares of the Company’s common stock. As the conversion was at a fixed conversion price, no gain or loss was recognized on conversion. As of December 31, 2021 and 2020, the remaining carrying value of the note was $0 and $10,000, respectively. As of December 31, 2021 and 2020, accrued interest on the note was $0 and $156, respectively, and is included in accrued expenses on the accompanying balance sheet. From February 17, 2021 through February 26, 2021, the Company issued unsecured convertible promissory notes in the aggregate principal amount of $619,000 that matured 12 months after the respective issuance date. The notes are non-interest bearing and the investor has the right to convert the outstanding balance of the note at any time into shares of common stock of the Company at a conversion price of $0.0266. The agreements contain a provision that in the event the conversion right is exercised, then the Holder waives all outstanding interest. Upon the occurrence of an event of default, the remaining principal and accrued interest become immediately due and payable. As a result of the beneficial conversion feature of the notes, an aggregate of $521,850 of debt discount was recognized with a corresponding increase in additional paid-in capital. The debt discount is being amortized to interest expense using the effective interest method. On March 23, 2021, one of the holders, a related party, converted a convertible note with a face value of $200,000, dated February 26, 2021, into 7,518,797 shares of the Company’s common stock. Upon conversion, the remaining unamortized debt discount was expensed immediately. In addition, all outstanding accrued interest at the time of conversion was reversed. As the conversion was at a fixed conversion price, no gain or loss was recognized on conversion (See Note 10 and 13). For the year ended December 31, 2021, the Company amortized $286,699 of debt discount to interest expense. As of December 31, 2021, the remaining carrying value of the notes was $183,850, net of debt discount of $235,150. On March 24, 2021, the Company issued an unsecured convertible promissory note in the principal amount of $110,000 that matured 12 months after the issuance date. The note was non-interest bearing and the investor had the right to convert the outstanding balance of the note at any time into shares of common stock of the Company at a conversion price of $0.0070. The agreement contains a provision that in the event the conversion right is exercised, then the Holder waives all outstanding interest. Upon the occurrence of an event of default, the remaining principal and accrued interest become immediately due and payable. As a result of the beneficial conversion feature of the note, $110,000 of debt discount was recognized with a corresponding increase in additional paid-in capital. The debt discount was being amortized to interest expense using the effective interest method. On November 9, 2021, the holder converted the full value of the note into 15,741,286 shares of the Company’s common stock. Upon conversion, the remaining unamortized debt discount was expensed immediately. In addition, all outstanding accrued interest at the time of conversion was reversed. As the conversion was at a fixed conversion price, no gain or loss was recognized on conversion (See Note 13). For the year ended December 31, 2021, the Company amortized $110,000 of debt discount to interest expense. As of December 31, 2021, the remaining carrying value of the note was $0. On June 20, 2021, the Company issued an unsecured convertible promissory note in the principal amount of $20,000 that matured 12 months after the issuance date. The note was non-interest bearing and the investor had the right to convert the outstanding balance of the note at any time into shares of common stock of the Company at a conversion price of $0.0125. The agreement contains a provision that in the event the conversion right is exercised, then the Holder waives all outstanding interest. Upon the occurrence of an event of default, the remaining principal and accrued interest become immediately due and payable. As a result of the beneficial conversion feature of the note, $2,400 of debt discount was recognized with a corresponding increase in additional paid-in capital. The debt discount was being amortized to interest expense using the effective interest method. On November 9, 2021, the holder converted the full value of the note into 1,600,000 shares of the Company’s common stock. Upon conversion, the remaining unamortized debt discount was expensed immediately. In addition, all outstanding accrued interest at the time of conversion was reversed. As the conversion was at a fixed conversion price, no gain or loss was recognized on conversion (See Note 13). For the year ended December 31, 2021, the Company amortized $2,400 of debt discount to interest expense. As of December 31, 2021, the remaining carrying value of the note was $0. On October 29, 2021, the Company issued an unsecured convertible promissory note in the principal amount of $17,000 that matures 12 months after the issuance date. The note is non-interest bearing and the investor has the right to convert the outstanding balance of the note at any time into shares of common stock of the Company at a conversion price of $0.008. Upon the occurrence of an event of default, the remaining principal and accrued interest become immediately due and payable. As a result of the beneficial conversion feature of the note, $7,438 of debt discount was recognized with a corresponding increase in additional paid-in capital. The debt discount is being amortized to interest expense using the effective interest method. For the year ended December 31, 2021, the Company amortized $998 of debt discount to interest expense. As of December 31, 2021, the remaining carrying value of the note was $10,561, net of debt discount of $6,439. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 10 RELATED PARTY TRANSACTIONS Advances Related Parties As of December 31, 2020 and 2019, the Company’s officers and directors have provided advances that are unsecured, non-interest bearing and due on demand. During the year ended December 31, 2021 and 2020, the Company received aggregate proceeds from advances of $90,000 and $349,688, respectively. As of December 31, 2021 and 2020, the Company owed $951,432 and $861,432, respectively, for related party advances. Convertible Notes Payable Related Parties On March 23, 2021, one of the holders, a related party, converted a convertible note with a face value of $200,000, dated February 26, 2021, into 7,518,797 shares of the Company’s common stock. (See Note 9). Notes Payable Related Parties Northstar Biotechnology Group, LLC On February 29, 2012, a promissory note issued to BlueCrest Master Fund Limited (“BlueCrest”) was assigned to Northstar Biotechnology Group, LLC (“Northstar”), owned partly by certain directors and existing shareholders of the Company at the time, including Dr. William P. Murphy Jr., Dr. Samuel Ahn and Charles Hart. At the date of the assignment, the principal amount of the BlueCrest note was $544,267 (the “Note”). On March 30, 2012, the Company and Northstar agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May 1, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. The Company did not make the required payment, and as a result, was in default of the revised agreement. The Company renegotiated the terms of the Note and Northstar agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock. On September 21, 2012, the Company issued 5,000 common stock purchase warrants to Northstar that was treated as additional interest expense upon issuance. On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000 shares of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights. In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing, and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated. Effective October 1, 2012, the interest rate was 12.85% per annum. The parties agreed, as of February 28, 2013, to reduce the interest rate to 7% per annum. In connection with the consideration paid, Northstar waived, from the effective date through the earlier of termination or expiration of the agreement, satisfaction of the obligations as described in the forbearance agreement. In 2012, 5,000,000 shares of Series A Convertible Preferred Stock were approved to be issued, which was subsequently increased to 20,000,000 shares of preferred stock as Series A Convertible Preferred Stock. In addition, the Company was obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six-month anniversary of the effective date (October 1, 2012). In lieu of the initial two payments in preferred stock, the parties agreed to modify the voting rights of the subsequently cancelled Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stockholders to 25 votes per share on matters to be voted on by the common stockholders and all prior and subsequent payments of interest will be in common stock. The Company is required to issue additional shares of its common stock (as amended), in lieu of cash, each six-month anniversary of the effective date for any accrued and unpaid interest. On September 30, 2013, the Company issued 8,772 shares of its common stock as payment of $100,000 towards principal. On December 24, 2013, the Company issued 3,916 shares of its common stock as payment of accrued interest through June 30, 2013 of $85,447. On April 2, 2014, the Company issued 275 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2014 per the forbearance agreement. On September 17, 2014, the limited waiver and forbearance agreement entered into on October 1, 2012 to provide that the perpetual license on products as described for resale, relicensing and commercialization outside the United States was amended as such on the condition that Northstar provide certain financing, which financing the Company, in its sole discretion, could decline and retain the license. On October 3, 2014, the Company issued 515 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2014 per the forbearance agreement. On April 3, 2015, the Company issued 1,363 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2015 per the forbearance agreement. On October 2, 2015, the Company issued 4,156 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2015 per the forbearance agreement. On October 7, 2015, the Company issued 34,522 shares of its common stock in settlement of $100,000 principal payment towards the outstanding debt. On April 7, 2016, the Company issued 57,778 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due April 1, 2016 per the forbearance agreement. On October 6, 2016, the Company issued 848,490 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2016 per the forbearance agreement. On March 1, 2017, Northstar and the Company entered into a settlement agreement (“Settlement Agreement “) related to then pending litigation. Pursuant to the terms and conditions of the Settlement Agreement, Northstar converted its outstanding Series A Convertible preferred stock, into twenty million (20,000,000) shares of common stock according to the original conversion terms. In addition, and separate and apart from the conversion, Northstar received eleven million (11,000,000) shares of the Company’s common stock. Northstar will receive ten percent (10%) of all Company international sales (based on a gross sales basis). There was no effect of the 10% obligation as there were no international sales in 2017 or through 2019. Furthermore, a Northstar designee, Greg Knutson, was appointed as a member of the Board of Directors of the Company and two Company directors, Michael Tomas and Kristin Comella, each exercised their prior Northstar options to each receive a five percent (5%) member interest in Northstar. The parties agreed to a mutual release and Northstar agreed to terminate any UCC lien on the Company assets previously filed for the benefit of Northstar. On March 9, 2017 and April 1, 2017, the Company issued 30,000,000 and 1,000,000 shares of its common stock, respectively, as described above. In connection with the settlement, the Company recorded a loss on litigation settlement of $316,800. On April 1, 2017, the Company issued 286,315 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,703. On October 2, 2017, the Company issued 559,187 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705. On October 19, 2018, the Company issued 164,523 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $9,195. On April 19, 2019, the Company issued 379,141 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $9,145. On October 1, 2019, the Company issued 1,692,353 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $9,195. On April 1, 2020, the Company issued 1,445,647 shares of its common stock, having a fair value of $11,565, in lieu of payment in cash of accrued and unpaid interest of $9,145, resulting in a loss on settlement of $2,420. On October 1, 2020, the Company issued 2,035,820 shares of its common stock, having a fair value of $10,179, in lieu of payment in cash of accrued and unpaid interest of $9,195, resulting in a loss on settlement of $984. On April 1, 2021, the Company issued 187,575 shares of its common stock, having a fair value of $10,879, in lieu of payment in cash of accrued and unpaid interest of $9,145, resulting in a loss on settlement of $1,734. On October 1, 2021, the Company issued 743,341 shares of its common stock, having a fair value of $8,921, in lieu of payment in cash of accrued and unpaid interest of $9,195, resulting in a gain on settlement of $274. As of December 31, 2021 and 2020, the remaining carrying value of the note was $262,000. At December 31, 2021 and 2020, accrued interest on the note was $8,751 and is included in accrued expenses on the accompanying balance sheet. Notes Payable - Mr. Tomas, President and Chief Executive Officer On August 7, 2017, the Company issued a $500,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due one year from date of issuance. As of December 31, 2021 and 2020, the remaining carrying value of the note was $161,786. On May 7, 2018, the Company issued a $500,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due six months from date of issuance. As of December 31, 2021 and 2020, the remaining carrying value of the note was $500,000. On July 1, 2019, the Company issued a $500,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due November 7, 2019. As of December 31, 2021 and 2020, the remaining carrying value of the note was $500,000. On December 31, 2019, the Company issued a $178,077 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due on demand. As of December 31, 2021 and 2020, the remaining carrying value of the note was $178,077. On March 31, 2020, the Company issued a $187,500 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due on demand. As of December 31, 2021 and 2020, the remaining carrying value of the note was $187,500. On June 30, 2020, the Company issued a $187,500 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due on demand. As of December 31, 2021 and 2020, the remaining carrying value of the note was $187,500. On July 1, 2020, the Company issued a $500,000 promissory note as payment of an annual bonus awarded. The promissory note bears interest of 5% per annum and is due on demand. As of December 31, 2021 and 2020, the remaining carrying value of the note was $500,000. On September 30, 2020, the Company issued a $100,962 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due on demand. As of December 31, 2021 and 2020, the remaining carrying value of the note was $100,962. On December 31, 2020, the Company issued a $143,654 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due on demand. As of December 31, 2021 and 2020, the remaining carrying value of the note was $143,654. On March 31, 2021, the Company issued a $90,990 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due on demand. As of December 31, 2021, the remaining carrying value of the note was $90,990. On June 30, 2021, the Company issued a $43,269 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due on demand. As of December 31, 2021, the remaining carrying value of the note was $43,269. On September 30, 2021, the Company issued a $187,500 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due on demand. As of December 31, 2021, the remaining carrying value of the note was $187,500. On December 31, 2021, the Company issued a $100,962 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due on demand. As of December 31, 2021, the remaining carrying value of the note was $100,962. At December 31, 2021 and 2020, accrued interest on the notes was $612,323 and $482,468, respectively, and is included in accrued expenses on the accompanying balance sheet. December 31, 2021 2020 Northstar $ 262,000 $ 262,000 Note payable, Mr. Tomas 161,786 161,786 Note payable, Mr. Tomas 500,000 500,000 Note payable, Mr. Tomas 500,000 500,000 Note payable, Mr. Tomas 178,077 178,077 Note payable, Mr. Tomas 187,500 187,500 Note payable, Mr. Tomas 187,500 187,500 Note payable, Mr. Tomas 500,000 500,000 Note payable, Mr. Tomas 100,962 100,962 Note payable, Mr. Tomas 143,654 143,653 Note payable, Mr. Tomas 90,990 - Note payable, Mr. Tomas 43,269 - Note payable, Mr. Tomas 187,500 - Note payable, Mr. Tomas 100,962 - Total notes payable - related parties $ 3,144,200 $ 2,721,478 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 11 FAIR VALUE MEASUREMENT The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. As of December 31, 2021 and 2020, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. As of December 31, 2021 and 2020, the Company did not have any derivative instruments that were designated as hedges. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 12 COMMITMENTS AND CONTINGENCIES Leases In October 2019, the Company relocated to a new location within the same city and entered into a month-to-month lease. During the year ended December 31, 2021 and 2020, lease expense was comprised of the following: For the Year Ended December 31, 2021 2020 Operating lease expense $ 4,711 $ 5,582 Total lease expense $ 4,711 $ 5,582 Employment Agreements On July 1, 2019, the Company’s Board of Directors approved the 2019/2020 salary for Mike Tomas, Chief Executive Officer, for $750,000 per year, beginning July 1, 2019 with an incentive bonus ranging from $150,000 to $500,000. In 2020, the Board of Directors approved a bonus of $500,000 and options to acquire 20,000,000 shares of the Company’s common stock for ten years with four-year vesting and a cashless exercise provision. The cash bonus may be paid in the form a six-month promissory note bearing interest at 5% per annum. There were no salary increases or bonuses issued in 2021. Royalty Agreement / Middle East On November 9, 2016, the Company entered into an Intellectual Property License Agreement whereby the Company granted High Rise Group Company the exclusive right to the Company’s intellectual property (as defined) for the licensed use and development in Kuwait and other GCC/Middle East countries for 25 years in exchange for a payment of $75,000 and a 5% royalty generated under the agreement. The licensing agreement is recorded as deferred revenue and amortized over the term of the agreement. The carrying balance as of December 31, 2021 and 2020 was $59,500 and $62,500, respectively. The intent is for U.S. Stem Cell Middle East to offer regenerative treatment options to patients, based on U.S. Stem Cell, Inc. products and technologies like MyoCell™. To date, the first clinic in Kuwait City has been completed but has not begun operations as High Rising Group has not yet been able to secure regulatory approvals to operate. Litigation On September 17, 2015, a product liability lawsuit was filed in Broward County, specifically Patsy Bade v. Bioheart, Inc. US Stem Cell Clinics LLC, Alejandro Perez, ARNP, and Shareen Greenbaum, M.D., and on November 30, 2015, a product liability lawsuit was filed in Broward County, specifically Elizabeth Noble v. Bioheart, Inc. US Stem Cell Clinics LLC, Alejandro Perez, ARNP, and Shareen Greenbaum, M.D. During the year ended December 31, 2016, both matters settled by the Company’s insurance policy with no additional cost to the Company, except for the obligation to pay the insurance company deductible of $100,000, of which $11,000 was paid in fiscal 2017. The remaining amount due under this settlement is $26,600 and $28,850 as of December 31, 2021 and 2020, respectively, and is included in accounts payable. On July 27, 2020, Brenda Leonhardt filed a lawsuit against U.S. Stem Cell, Inc., Mike Tomas, Dr. William P. Murphy, Jr., Richard T. Spencer, III, Mark Borman, Dr. Samuel S. Ahn, Charles Hart, Sheldon T. Anderson, Greg Knutson, and Kristin Comella in Broward County Court, Case No. CACE-10-012095. The lawsuit alleges breach of a settlement agreement, breach of contract with respect to failure to make a balloon payment under a promissory note, and several tort theories such as misrepresentation and fraudulent transfer. The Company denies most of the allegations in the lawsuit and moved to dismiss almost all of the claims. The motions to dismiss was recently denied. U.S. Stem Cell, Inc. does note that it provided a promissory note to Ms. Leonhardt, which has not been fully satisfied. The Company, as one of the parties entered into a Settlement Agreement and General Release (the “Agreement”) dated June 3, 2019 related to certain medical procedures. Without admitting any liability, and as part of that Agreement, the Company agreed to provide a five-year 5.25% unsecured promissory note, dated June 15, 2019, in the principal amount of $500,000, payable in monthly increments of $5,000 per month, with a final balloon payment due on June 15, 2024. Accordingly, the Company recognized Pre-litigation expense of $500,000. As of December 31, 2021 and 2020, the remaining carrying value of the note was $413,239 and $450,477, respectively. At present, the Company is delinquent one payment and, if not cured, would be considered in default of the promissory note underlying the Agreement. On February 10, 2021, as part of a settlement agreement, the Company transferred its entire member interest in U.S. Stem Cell Clinic, LLC to Dr. Kristin Comella as settlement for $100,000 of accrued interest owed to Dr. Comella (See Note 5, 6 and 7). The Company is subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no outstanding litigation as of December 31, 2021 other than that described above. Government Claim On May 9, 2018, the U.S. Department of Justice filed an injunctive action, specifically United States of America v. U.S. Stem Clinic, LLC, U.S. Stem Cell, Inc., Kristin C. Comella, and Theodore Gradel. The Complaint alleges, among other matters that the defendants manufacture “stromal vascular fraction” (SVF) products from patient adipose (fat) tissue, which the companies then market as stem cell-based treatments, and which U.S. Stem Cell Clinic, LLC administers to patients, without first obtaining what the government alleges are necessary FDA approvals. Although Theodore Gradel was initially listed as a defendant, he subsequently entered into a consent agreement and is no longer party to this case. The U.S. and the defendants filed cross motions for summary judgment, each asking for a ruling in its favor. On June 3, 2019, the Court entered an order granting Summary Judgment for the government and denying the defendants’ motion for summary judgment. The order focused on the defendants’ actions in providing and marketing SVF therapy. In an order dated June 4, 2019, the Court granted the defendants’ request to allow it the opportunity to work out the language of the form of injunction with the government, and if unsuccessful, to provide a status report to the Court by June 14, 2019, outlining areas of disagreement. The Court further ordered that the defendants (U.S. Stem Clinic, LLC, U.S. Stem Cell, Inc., and Kristin C. Comella) ‘not sell, provide or otherwise engage in any SVF therapy or any other activities to be regulated by the FDA as explained in the Court’s Order on the Parties’ Motions for Summary Judgment.” On June 25, 2019, the Court entered an Order of Permanent Injunction, generally enjoining the defendants with respect to the SVF Product and requiring other actions. The Company filed an appeal on August 23, 2019 and attended oral argument on January 13, 2021. On June 2, 2021, the Eleventh Circuit Court ruled to affirm lower courts’ judgement. The Company is not able to predict the duration, scope, results, or consequences of the U.S. Department of Justice actions and final rulings and management is assessing its options on a going forward basis. The Company, in having divested certain equipment and other assets and assigning its lease, has and will continue to experience a decrease in revenues as the Company both maintains the remainder of the business and transitions into similar or unrelated business opportunities as determined by management. However, management is not able to predict the duration, scope, results, or consequences of the summary judgment and any transition of the business plan. After the Court’s issuance of the Order of Permanent Injunction, the Company has received demand letters for compensation from persons who store their SVF Product and/or other tissue product with the tissue bank (several of the persons have requested refunds of the monies paid to the tissue bank and one person has requested a full refund of monies paid to an altogether separate company due to her not receiving the full amount of treatments she requested; such requests for compensation, to date, have not been material) and requests that the Company preserve cells in the Company’s possession. The Company sought guidance from the Court, which entered an order generally staying the requirement to destroy any SVF Product, pending a decision on the Company’s appeal. However, that appeal has now been concluded and the stay order is no longer in place. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 13 STOCKHOLDERS DEFICIT Common Stock During the year ended December 31, 2020, the Company issued an aggregate of 10,354,560 shares of its common stock, having a fair value of $51,914, in settlement of outstanding accounts payable. In connection with the issuances, the Company incurred a $3,586 net gain on settlement. During the year ended December 31, 2020, the Company issued 3,481,467 shares of its common stock, having a fair value of $21,744, in lieu of payment in cash of accrued and unpaid interest of $18,340, resulting in a loss on settlement of $3,404. During the year ended December 31, 2020, the Company issued an aggregate of 4,000,000 shares of its common stock, having a fair value of $16,000, for services. During the year ended December 31, 2021, the Company issued an aggregate of 6,642,197 shares of its common stock, having a fair value of $231,742, in settlement of outstanding accounts payable. In connection with the issuances, the Company incurred a $151,742 net loss on settlement. During the year ended December 31, 2021, the Company issued 930,916 shares of its common stock, having a fair value of $19,800, in lieu of payment in cash of accrued and unpaid interest of $18,340, resulting in a net loss on settlement of $1,459. During the year ended December 31, 2021, the Company issued an aggregate of 4,000,000 shares of its common stock, having a fair value of $128,000, for services rendered. During the year ended December 31, 2021, convertible notes with an aggregate face value of $375,000 and accrued interest of $586 were converted into an aggregate of 28,891,144 shares of the Company’s common stock (See Note 9 and 10). On September 10, 2021, the Company filing of an Offering Circular on Form 1-A, pursuant to Regulation A (File Number: 024-11617) was qualified by the Securities and Exchange Commission. The Company registered 250,000,000 shares of common stock for maximum proceeds of $2,500,000 (before deducting the maximum broker discount and costs of the offering). During the year ended December 31, 2021, the Company issued 27,500,000 shares of common stock to investors for cash proceeds of $275,000, net of fees and commission, pursuant to the Offering Circular. Stock Options On April 1, 2013, the Board of Directors approved, subject to subsequently received stockholder approval, the establishment of the Bioheart 2013 Omnibus Equity Compensation Plan, or the “2013 Omnibus Plan” (replacing the 1999 Officers and Employees Stock Option Plan, or the Employee Plan, and the 1999 Directors and Consultants Stock Option Plan). The 2013 Omnibus Plan initially reserved up to fifty thousand (50,000) shares of common stock for issuance. On August 4, 2014, the Board of Directors approved to set the reserve to one hundred thousand (100,000) shares of common stock for issuance and to close the 1999 Officers and Employees Stock Option Plan. On February 2, 2015, at the annual meeting of stockholders, the 2013 Omnibus Equity Compensation Plan was approved. On November 2, 2015, the Company increased the shares reserved under the 2013 Omnibus Plan to five hundred million (500,000,000) shares of common stock for issuance. Effective September 16, 2016, the Company approved an additional twenty five million (25,000,000) shares of common stock to the reserve; effective April 21, 2017, the Company approved an additional twenty five million (25,000,000) shares of common stock to the reserve; effective August 7, 2017, the Company approved an additional thirty million (30,000,000) shares of common stock to the reserve; and effective May 7, 2018, the Company approved an additional one hundred million (100,000,000) shares of common stock to reserve. A summary of the stock option activity for the year ended December 31, 2021 and 2020 is as follows: Weighted Weighted Average Average Number of Exercise Remaining Life Intrinsic Options Price In Years Value Outstanding, December 31, 2019 111,120,474 $ 0.0247 8.3 $ - Granted - Exercised - Forfeited/Expired (560 ) $ 0.1540 Outstanding, December 31, 2020 111,119,914 $ 0.0247 7.2 $ 296,636 Granted - Exercised - Forfeited/Expired (476,030 ) $ 0.0298 Outstanding, December 31, 2021 110,643,884 $ 0.0247 6.3 $ 36,686 Exercisable, December 31, 2021 93,491,384 $ 0.0256 6.1 $ 31,642 Options Outstanding Options Exercisable Weighted Weighted Weighted Outstanding Average Average Exercisable Average Exercise Number of Exercise Remaining Life Number of Exercise Price Options Price In Years Options Price $0.004 to $0.010 41,800,000 $ 0.0051 7.0 30,150,000 $ 0.0050 $0.011 to $0.020 16,250,000 $ 0.0196 4.7 16,250,000 $ 0.0196 $0.021 to $0.030 9,510,000 $ 0.0252 6.9 9,007,500 $ 0.0252 $0.0363 22,635,000 $ 0.0363 5.6 22,635,000 $ 0.0363 $0.0536 20,000,000 $ 0.0536 6.4 15,000,000 $ 0.0536 $0.1540 448,884 $ 0.1540 3.8 448,884 $ 0.1540 110,643,884 $ 0.0247 6.3 93,491,384 $ 0.0256 The aggregate intrinsic value of outstanding stock options was $36,686, based on options with an exercise price less than the Company’s stock price of $0.0060 as of December 31, 2021, which would have been received by the option holders had those option holders exercised their options as of that date. The fair value of all options that vested during the years ended December 31, 2021 and 2020 was $428,556 and $685,939, respectively. As of December 31, 2021, the Company had $157,289 of total unrecognized compensation cost related to non-vested awards granted under the 2013 Omnibus Plan, which the Company expects to recognize over a weighted average period of 0.55 years. Warrants A summary of the warrant activity for the year ended December 31, 2021 and 2020 is as follows: Weighted Weighted Average Average Remaining Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2019 1,110,468 $ 12.84 7.1 $ - Granted - Exercised - Expired - Outstanding, December 31, 2020 1,110,468 $ 12.84 7.1 $ - Granted - Exercised - Expired (7,341 ) $ 77.88 Outstanding, December 31, 2021 1,103,127 $ 12.41 6.2 $ - Exercisable, December 31, 2021 1,101,582 $ 1.64 6.2 $ - Warrants Outstanding Warrants Exercisable Weighted Weighted Weighted Outstanding Average Average Exercisable Average Exercise Number of Exercise Remaining Life Number of Exercise Price Warrants Price In Years Warrants Price $0.03 to $20.00 1,081,036 $ 1.17 6.3 1,081,036 $ 1.17 $20.01 to $30.00 19,543 $ 25.06 2.2 19,543 $ 25.06 $49.86 1,003 $ 49.86 2.2 1,003 $ 49.86 $7,690.00 1,545 $ 7,690.00 5.0 - $ 7,690.00 1,103,127 $ 12.41 6.2 1,101,582 $ 1.64 The aggregate intrinsic value of the issued and exercisable warrants of $-0- represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price of $0.0060 as of December 31, 2021, which would have been received by the warrant holders had those warrants holders exercised their warrants as of that date. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 14 INCOME TAXES The Company’s provision (benefit) for income taxes consists of the following United States federal and state components: For the Year Ended December 31, 2021 2020 Current: Federal $ - $ - State - - Deferred: Federal 843,633 962,911 State 174,551 199,230 1,018,184 1,162,141 Change in valuation allowance (1,018,184 ) (1,162,141 ) Income tax provision (benefit) $ - $ - The deferred tax expense (benefit) is the change in the deferred tax assets and liabilities representing the tax consequences of changes in the amounts of temporary differences, net operating loss carryforwards and changes in tax rates during the year. The Company’s deferred tax assets and liabilities are comprised of the following: December 31, 2021 2020 Deferred tax assets: Net operating losses $ 22,139,733 $ 23,317,369 Share-based compensation 4,371,729 4,263,112 Deferred compensation 1,023,375 916,236 Pre-litigation settlement notes payable 155,710 164,993 Other 274,703 260,494 Total deferred tax assets 27,965,250 28,922,204 Deferred tax liabilities: OID on convertible debt beneficial conversion feature (61,231 ) - Total deferred tax liabilities (61,231 ) - Valuation allowance (27,904,019 ) (28,922,204 ) Total deferred tax assets (liabilities) $ - $ - As of December 31, 2021 and 2020, the Company had U.S. federal net operating loss carryforwards of approximately $87.4 million and $92.0 million, respectively, of which $5.0 million do not expire, but are instead limited to 80% of taxable income in the year utilized. The remaining loss carryforwards expire at various dates from 2022 through 2037. These net operating loss carryforwards may be used to offset future taxable income and thereby reduce the Company’s U.S. federal income taxes. Section 382 of the Internal Revenue Code of 1986 (the “Code”) imposes an annual limit on the ability of a corporation that undergoes a greater than 50% ownership change to use its net operating loss carry forwards to reduce its tax liability. If in the future the Company issues common stock or additional equity instruments convertible in common shares which result in an ownership change exceeding the 50% limitation threshold imposed by Section 382 of the Code, the Company’s net operating loss carryforwards may be significantly limited as to the amount of use in a particular year. In addition, all or a portion of the Company’s net operating loss carryforwards may expire unutilized. As of December 31, 2021 and 2020, the Company had net operating loss carryforwards for state income tax purposes of approximately $87.4 million and $92.0 million, respectively, of which $5.0 million do not expire, but are instead limited to 80% of taxable income in the year utilized. The remaining loss carryforwards expire at various dates from 2022 through 2037. For U.S. purposes, the Company has not completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382/383, change of ownership rules. If the Company has had a change in ownership, the NOL’s would be limited as to the amount that could be utilized each year, based on the Code or might be eliminated. The Company has provided a full valuation allowance against its net deferred tax assets, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits of these assets will not be realized. The Company complies with the provisions of FASB ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740-10. The Company is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal Revenue Service, or any states in connection with income taxes. The Company’s tax years generally remain open to examination for all federal and state tax matters until its net operating loss carryforwards are utilized and the applicable statutes of limitation have expired. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. The Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense. The significant elements contributing to the difference between the United States federal statutory tax rate and the Company’s effective tax rate are as follows: For the Year Ended December 31, 2021 2020 US federal statutory rate $ (690,357 ) $ (607,004 ) State tax rate, net of federal benefit (137,277 ) (124,658 ) Effect of debt discount for beneficial conversion feature 166,437 - Other 26,880 4,514 Effect of expiration of net operating loss carryforwards 1,652,501 1,889,289 Change in valuation allowance (1,018,184 ) (1,162,141 ) Income tax provision (benefit) $ - $ - |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | NOTE 15 CONCENTRATIONS Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts does not exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Concentrations of Revenues For the year ended December 31, 2021 and 2020, the following customers accounted for more than 10% of the Company’s net revenues: For the Year Ended December 31, 2021 2020 Customer 1 20 % 22 % Customer 2 17 % - Totals 37 % 22 % Concentrations of Accounts Receivable As of December 31, 2021 and 2020, the following customers represented more than 10% of the Company’s accounts receivable: December 31, 2021 2020 Customer 1 98 % 44 % Customer 2 - 50 % Totals 98 % 94 % Customer 2 is U.S. Stem Cell Clinic, LLC, a related party, a partly owned investment in which the Company held a 49.9% member interest through February 10, 2021 (See Note 5). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 16 SUBSEQUENT EVENTS In January 2022, the Company issued 1,951,207 common shares in exchange for services rendered. In February, 2022 the company issued 3,125,000 common shares for a subscription agreement. In February 2022, the Company issued 20,000,000 common shares in exchange for services rendered. From February 17, 2022 through February 26, 2022, the Company defaulted on convertible notes payable with an aggregate face value of $419,000. The Company extended the maturity date of $234,000 of these convertible notes with an incentive stock issuance of 56,525,000 common shares and 12,500,000 warrant issued. The Company fully converted $25,000 into 3,125,000 common stock. The Company defaulted on $205,000 of convertible notes to which 12% interest was added commencing at the respective maturity date. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include stock-based compensation, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable, accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are non-interest bearing and are stated at gross invoice amounts less an allowance for doubtful accounts. Credit is extended to customers based on an evaluation of their financial condition, industry reputation, and other judgmental factors considered by the Company’s management. The Company generally does not require collateral or other security interest to support accounts receivable. Based on trends and specific factors, the customer’s credit terms may be modified, including required payment upon delivery. The Company performs regular on-going credit evaluations of its customers as deemed relevant. As events, trends, and circumstance warrant, the Company’s management estimates the amounts that are more likely than not to be uncollectible. These amounts are recognized as bad debt expense and are reflected within selling, general, administrative and other expenses on the Company’s accompanying statements of operations. Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of December 31, 2021 and 2020, the allowance for doubtful accounts was $75,000 and $13,203, respectively. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs. |
Equity Method Investments [Policy Text Block] | Investments The Company follows Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10”) which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company accounted for its 49.9% member interest ownership of U.S. Stem Cell Clinic, LLC and its 49% member interest ownership of U.S. Stem Cell Clinic of the Villages utilizing the equity method of accounting (See Note 5). |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 15 years. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets.” Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company determined that there was no impairment on its long-lived assets during the period presented. |
Revenue [Policy Text Block] | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606 “Revenue from Contracts with Customers” (“ASC 606”). ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company’s primary sources of revenue are from the sale of test kits and equipment, training services, patient treatments, laboratory services and cell banking. Revenues for kits and equipment sold are not recorded until kits and equipment are received by the customer. Revenues from in-person trainings are recognized when the training occurs and revenues from on demand online trainings are recognized when the customer purchases the rights to the training course. Any cash received as a deposit for trainings are recorded by the Company as a liability. Patient treatments and laboratory services revenue are recognized when those services have been completed or satisfied. Revenues for cell banking are accounted for as multiple performance obligations as described in ASC 606 and addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Because the Company sells its services separately, on more than a limited basis and at a price within a narrow range, the Company was able to allocate revenue based on stand-alone pricing. The multiple performance obligations include stem cell banking, dose retrieval and yearly storage fees. Revenues for stem cell banking and dose retrieval is recognized at the point of service and revenues for the yearly storage fees is recognized over the term of the banking contract, which is typically one year with annual renewals. At December 31, 2021 and 2020, the Company had deferred revenues of $59,500 and $62,500, respectively, all of which relates to the Intellectual Property Licensing Agreement. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $0 for the year ended December 31, 2021 and 2020. |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Common Share The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share as of December 31, 2021 and 2020 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: December 31, 2021 2020 Options 110,643,884 111,119,914 Warrants 1,103,127 1,110,468 Convertible notes 17,876,880 7,309,676 Total potentially dilutive shares 129,623,891 119,540,058 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which significantly changes how entities will measure credit losses for most financial assets, including accounts receivable. ASU No. 2016-13 will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. On November 15, 2019, the FASB delayed the effective date of Topic 326 for certain small public companies and other private companies until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company does not expect the new guidance will have a material impact on its financial statements. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: December 31, 2021 2020 Options 110,643,884 111,119,914 Warrants 1,103,127 1,110,468 Convertible notes 17,876,880 7,309,676 Total potentially dilutive shares 129,623,891 119,540,058 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment as of December 31, 2021 and 2020 is summarized as follows: December 31, 2021 2020 Furniture, fixtures and equipment $ 5,598 $ 5,598 Computer equipment 1,809 1,809 Property and equipment, cost 7,407 7,407 Less: accumulated depreciation and amortization (7,407 ) (7,407 ) Property and equipment, net $ - $ - |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Interest and fees payable to the Guarantors of the Company’s loan agreement with Seaside Bank $ 644,670 $ 549,628 Accrued interest payable 1,227,588 882,515 Vendor accruals and other 79,132 79,138 Total Accrued expenses $ 1,951,390 $ 1,511,281 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Notes and capital leases payable were comprised of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Seaside Bank note payable $ 980,000 $ 980,000 Dr. Comella note payable* 255,579 255,579 Dr. Comella note payable* 300,000 300,000 Dr. Comella note payable* 300,000 300,000 Dr. Comella note payable* 300,000 300,000 Hunton & Williams note payable 380,000 386,000 Weider note payable 413,239 450,477 Mallard note payable 232,750 241,750 EIDL note payable 150,000 150,000 Total notes payable 3,311,568 3,363,806 Less unamortized debt discount (31,627 ) (41,237 ) Total notes payable net of unamortized debt discount 3,279,941 3,322,569 Less current portion (2,557,881 ) (2,562,149 ) Long-term portion $ 722,060 $ 760,420 * Dr. Comella is a former member of the Board of Directors and resigned on December 1, 2019. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | At December 31, 2021 and 2020, accrued interest on the notes was $612,323 and $482,468, respectively, and is included in accrued expenses on the accompanying balance sheet. December 31, 2021 2020 Northstar $ 262,000 $ 262,000 Note payable, Mr. Tomas 161,786 161,786 Note payable, Mr. Tomas 500,000 500,000 Note payable, Mr. Tomas 500,000 500,000 Note payable, Mr. Tomas 178,077 178,077 Note payable, Mr. Tomas 187,500 187,500 Note payable, Mr. Tomas 187,500 187,500 Note payable, Mr. Tomas 500,000 500,000 Note payable, Mr. Tomas 100,962 100,962 Note payable, Mr. Tomas 143,654 143,653 Note payable, Mr. Tomas 90,990 - Note payable, Mr. Tomas 43,269 - Note payable, Mr. Tomas 187,500 - Note payable, Mr. Tomas 100,962 - Total notes payable - related parties $ 3,144,200 $ 2,721,478 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost [Table Text Block] | In October 2019, the Company relocated to a new location within the same city and entered into a month-to-month lease. During the year ended December 31, 2021 and 2020, lease expense was comprised of the following: For the Year Ended December 31, 2021 2020 Operating lease expense $ 4,711 $ 5,582 Total lease expense $ 4,711 $ 5,582 |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of the stock option activity for the year ended December 31, 2021 and 2020 is as follows: Weighted Weighted Average Average Number of Exercise Remaining Life Intrinsic Options Price In Years Value Outstanding, December 31, 2019 111,120,474 $ 0.0247 8.3 $ - Granted - Exercised - Forfeited/Expired (560 ) $ 0.1540 Outstanding, December 31, 2020 111,119,914 $ 0.0247 7.2 $ 296,636 Granted - Exercised - Forfeited/Expired (476,030 ) $ 0.0298 Outstanding, December 31, 2021 110,643,884 $ 0.0247 6.3 $ 36,686 Exercisable, December 31, 2021 93,491,384 $ 0.0256 6.1 $ 31,642 |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | Options Outstanding Options Exercisable Weighted Weighted Weighted Outstanding Average Average Exercisable Average Exercise Number of Exercise Remaining Life Number of Exercise Price Options Price In Years Options Price $0.004 to $0.010 41,800,000 $ 0.0051 7.0 30,150,000 $ 0.0050 $0.011 to $0.020 16,250,000 $ 0.0196 4.7 16,250,000 $ 0.0196 $0.021 to $0.030 9,510,000 $ 0.0252 6.9 9,007,500 $ 0.0252 $0.0363 22,635,000 $ 0.0363 5.6 22,635,000 $ 0.0363 $0.0536 20,000,000 $ 0.0536 6.4 15,000,000 $ 0.0536 $0.1540 448,884 $ 0.1540 3.8 448,884 $ 0.1540 110,643,884 $ 0.0247 6.3 93,491,384 $ 0.0256 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the warrant activity for the year ended December 31, 2021 and 2020 is as follows: Weighted Weighted Average Average Remaining Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2019 1,110,468 $ 12.84 7.1 $ - Granted - Exercised - Expired - Outstanding, December 31, 2020 1,110,468 $ 12.84 7.1 $ - Granted - Exercised - Expired (7,341 ) $ 77.88 Outstanding, December 31, 2021 1,103,127 $ 12.41 6.2 $ - Exercisable, December 31, 2021 1,101,582 $ 1.64 6.2 $ - |
Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block] | Warrants Outstanding Warrants Exercisable Weighted Weighted Weighted Outstanding Average Average Exercisable Average Exercise Number of Exercise Remaining Life Number of Exercise Price Warrants Price In Years Warrants Price $0.03 to $20.00 1,081,036 $ 1.17 6.3 1,081,036 $ 1.17 $20.01 to $30.00 19,543 $ 25.06 2.2 19,543 $ 25.06 $49.86 1,003 $ 49.86 2.2 1,003 $ 49.86 $7,690.00 1,545 $ 7,690.00 5.0 - $ 7,690.00 1,103,127 $ 12.41 6.2 1,101,582 $ 1.64 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Company’s provision (benefit) for income taxes consists of the following United States federal and state components: For the Year Ended December 31, 2021 2020 Current: Federal $ - $ - State - - Deferred: Federal 843,633 962,911 State 174,551 199,230 1,018,184 1,162,141 Change in valuation allowance (1,018,184 ) (1,162,141 ) Income tax provision (benefit) $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The deferred tax expense (benefit) is the change in the deferred tax assets and liabilities representing the tax consequences of changes in the amounts of temporary differences, net operating loss carryforwards and changes in tax rates during the year. The Company’s deferred tax assets and liabilities are comprised of the following: December 31, 2021 2020 Deferred tax assets: Net operating losses $ 22,139,733 $ 23,317,369 Share-based compensation 4,371,729 4,263,112 Deferred compensation 1,023,375 916,236 Pre-litigation settlement notes payable 155,710 164,993 Other 274,703 260,494 Total deferred tax assets 27,965,250 28,922,204 Deferred tax liabilities: OID on convertible debt beneficial conversion feature (61,231 ) - Total deferred tax liabilities (61,231 ) - Valuation allowance (27,904,019 ) (28,922,204 ) Total deferred tax assets (liabilities) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The significant elements contributing to the difference between the United States federal statutory tax rate and the Company’s effective tax rate are as follows: For the Year Ended December 31, 2021 2020 US federal statutory rate $ (690,357 ) $ (607,004 ) State tax rate, net of federal benefit (137,277 ) (124,658 ) Effect of debt discount for beneficial conversion feature 166,437 - Other 26,880 4,514 Effect of expiration of net operating loss carryforwards 1,652,501 1,889,289 Change in valuation allowance (1,018,184 ) (1,162,141 ) Income tax provision (benefit) $ - $ - |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Customer Concentration Risk [Member] | |
CONCENTRATIONS (Tables) [Line Items] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | For the year ended December 31, 2021 and 2020, the following customers accounted for more than 10% of the Company’s net revenues: For the Year Ended December 31, 2021 2020 Customer 1 20 % 22 % Customer 2 17 % - Totals 37 % 22 % |
Credit Concentration Risk [Member] | |
CONCENTRATIONS (Tables) [Line Items] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | As of December 31, 2021 and 2020, the following customers represented more than 10% of the Company’s accounts receivable: December 31, 2021 2020 Customer 1 98 % 44 % Customer 2 - 50 % Totals 98 % 94 % |
GOING CONCERN AND MANAGEMENT'_2
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value | $ 39,393 | $ 18,570 |
Working Capital (Deficit) | (11,987,776) | |
Net Income (Loss) Attributable to Parent | (3,287,416) | (2,890,493) |
Net Cash Provided by (Used in) Operating Activities | $ (1,057,939) | $ (478,886) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 30, 2018 | |
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Accounts Receivable, Allowance for Credit Loss | $ 75,000 | $ 13,203 | |
Deferred Revenue | 59,500 | $ 62,500 | |
Research and Development Expense | $ 0 | ||
Minimum [Member] | |||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum [Member] | |||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 15 years | ||
U.S. Stem Cell Clinic, LLC [Member] | |||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Equity Method Investment, Ownership Percentage | 49.90% | ||
U.S. Stem Cell Clinic of The Village LLC (the "LLC") [Member] | |||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Equity Method Investment, Ownership Percentage | 49.00% | 49.00% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 129,623,891 | 119,540,058 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 110,643,884 | 111,119,914 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,103,127 | 1,110,468 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,876,880 | 7,309,676 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 03, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | |||
Sale Leaseback Transaction, Lease Terms | Termination and Release Agreement and a Letter Agreement intended to divest itself of certain equipment and other assets underlying the related equipment lease transaction | ||
Deferred Gain on Sale of Property | $ 386,535 | $ 0 | $ 0 |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | 21,474 | |
Depreciation | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Property and Equipment [Abstract] | ||
Furniture, fixtures and equipment | $ 5,598 | $ 5,598 |
Computer equipment | 1,809 | 1,809 |
Property and equipment, gross | 7,407 | 7,407 |
Less accumulated depreciation and amortization | (7,407) | (7,407) |
Property and equipment, net | $ 0 | $ 0 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) | Jan. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Jan. 29, 2019 |
U.S. Stem Cell Clinic, LLC [Member] | |||||||
INVESTMENTS (Details) [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 49.90% | 49.90% | |||||
Income (Loss) from Equity Method Investments | $ 0 | $ (23,539) | $ 599,721 | ||||
Proceeds from Equity Method Investment, Distribution | 0 | 0 | 663,870 | ||||
Equity Method Investments | 0 | 0 | 0 | ||||
Accounts Receivable, after Allowance for Credit Loss | 28,763 | 28,763 | 28,763 | ||||
Revenues | 2,531 | ||||||
Regenerative Wellness Clinic, LLC [Member] | |||||||
INVESTMENTS (Details) [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 33.30% | ||||||
Equity Method Investments | $ 0 | 0 | $ 0 | ||||
U.S. Stem Cell Clinic of The Village LLC (the "LLC") [Member] | |||||||
INVESTMENTS (Details) [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 49.00% | 49.00% | 49.00% | ||||
Income (Loss) from Equity Method Investments | $ 0 | 0 | $ 23,050 | ||||
Proceeds from Equity Method Investment, Distribution | 0 | 0 | |||||
Revenues | 0 | 0 | |||||
Related Party Transaction, Description of Transaction | To that end, U.S. Stem Cell Clinic of The Villages LLC (the “Villages”) was formed January 30, 2018. Knutson provided the Company with the sum of Three Hundred Thousand Dollars ($300,000) (the “Investment”) to be utilized for the formation and initial operation of the Villages. Currently, Knutson holds a 51% member interest in the Villages and the Company holds a 49% member interest. The Company will provide operating assistance as well as management services, the latter to be compensated at fee of five percent (5%) of the Villages gross revenues | ||||||
Ownership Percentage by Knutson | 51.00% | ||||||
Proceeds from Contributed Capital | $ 86,750 | $ 189,909 | |||||
Accounts Receivable, before Allowance for Credit Loss | 0 | 0 | $ 0 | ||||
Proceeds from Fees Received | $ 0 | $ 0 | |||||
U.S. Stem Cell Clinic of The Village LLC (the "LLC") [Member] | Utilized for Fromation of LLC [Member] | |||||||
INVESTMENTS (Details) [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | $ 300,000 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Oct. 01, 2021 | Apr. 01, 2021 | Feb. 10, 2021 | Oct. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||||||
Proceeds from Sale of Long-term Investments | $ 100,000 | |||||
Gain (Loss) on Extinguishment of Debt | $ 274 | $ (1,734) | $ 100,000 | $ (984) | $ (151,410) | $ 182 |
ACCRUED EXPENSES (Details) - Sc
ACCRUED EXPENSES (Details) - Schedule of Accrued Liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Accrued Liabilities [Abstract] | ||
Interest and fees payable to the Guarantors of the Company’s loan agreement with Seaside Bank | $ 644,670 | $ 549,628 |
Accrued interest payable | 1,227,588 | 882,515 |
Vendor accruals and other | 79,132 | 79,138 |
Total Accrued expenses | $ 1,951,390 | $ 1,511,281 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | Oct. 01, 2021USD ($) | Apr. 01, 2021USD ($) | Feb. 10, 2021USD ($) | Oct. 01, 2020USD ($) | Jun. 20, 2020USD ($) | Feb. 05, 2020USD ($) | Dec. 06, 2019USD ($) | Jun. 15, 2019USD ($) | Jun. 03, 2019USD ($) | May 07, 2018USD ($) | Aug. 31, 2017USD ($) | Aug. 07, 2017USD ($) | Jun. 01, 2015 | Dec. 31, 2021USD ($) | Mar. 31, 2018 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2016USD ($) | Jul. 01, 2019USD ($) | Sep. 06, 2016USD ($) | Oct. 25, 2010USD ($) |
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 35,000 | $ 500,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.25% | |||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 5, 2021 | ||||||||||||||||||||
Proceeds from Sale of Long-term Investments | $ 100,000 | ||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 274 | $ (1,734) | $ 100,000 | $ (984) | $ (151,410) | $ 182 | |||||||||||||||
Interest Payable | $ 166,424 | 166,424 | 208,645 | ||||||||||||||||||
Repayments of Long-term Debt | 1,500 | 6,000 | |||||||||||||||||||
Debt Instrument, Periodic Payment | $ 5,000 | ||||||||||||||||||||
Litigation Settlement, Expense | 500,000 | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | 977,386 | 447,380 | |||||||||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | 31,627 | 31,627 | 41,237 | ||||||||||||||||||
Seaside National Bank and Trust [Member] | Notes Payable to Banks [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 980,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | ||||||||||||||||||||
Debt Instrument, Maturity Date | May 18, 2020 | ||||||||||||||||||||
Comella Note #1 [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||
Notes Payable | 255,579 | 255,579 | |||||||||||||||||||
Comella Note #2 [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||
Notes Payable | 300,000 | 300,000 | |||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||
Comella Note #3 [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||
Notes Payable | 300,000 | 300,000 | |||||||||||||||||||
Debt Instrument, Term | 6 months | ||||||||||||||||||||
Comella Note #4 [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||
Notes Payable | 300,000 | 300,000 | |||||||||||||||||||
Hunton & Williams Notes [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||
Notes Payable | 380,000 | 380,000 | 386,000 | ||||||||||||||||||
Number of Outstanding Notes Payable | 2 | ||||||||||||||||||||
Debt Instrument, Payment Terms | payable in one balloon payment upon the date of a written demand and upon certain triggering events occurring | payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar Biotech Group, LLC (or successor) Loan is paid off. | |||||||||||||||||||
Other Notes Payable | $ 747,680 | ||||||||||||||||||||
Accounts Payable, Other, Current | 40,596 | ||||||||||||||||||||
Notes and Loans Payable | $ 788,276 | ||||||||||||||||||||
Debt Instrument, Description | The noteholder agreed to accept full payment of their obligation over a four (4) year period in 48 monthly installments on an adjusted debt obligation in aggregate of $624,000 (reducing the outstanding balance), with such payments staggered in amounts such that the Company will pay $10,000 monthly the first year, $12,000 monthly the second year, $14,000 monthly the third year, and $16,000 monthly the final year. In addition, the noteholder agreed to suspend accrual interest on the notes commencing September 1, 2017. The Agreement remains in full force and effect provided the Company continues to make the monthly payments, there is no event of default as defined in the notes and an agreement to a subordination agreement by Northstar Biotech Group, LLC, which has been provided. In May 2019, the Company did not make the required scheduled payment. In September 2019, the noteholder agreed to waive their default rights under the agreement provided a minimum of $5,000 was paid by the end of 2019 and to reduce the required monthly payment to $500 per month commencing in January 2020. The Company satisfied the $5,000 payment requirement by the end of 2019 and commenced making the required $500 monthly payments in January 2020. The Company last made a $500 payment in March 2021 and thereby became delinquent until making three $1,500 payments during the fourth quarter of 2021 (a total of $6,000 in payments were made during 2021) thereby becoming current as of December 31, 2021. | ||||||||||||||||||||
Imputed Interest, Rate | 5.00% | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 69,700 | ||||||||||||||||||||
Hunton & Williams Note #1 [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Notes Payable | $ 61,150 | ||||||||||||||||||||
Hunton & Williams Note #2 [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Notes Payable | $ 323,822 | ||||||||||||||||||||
Weider promissory note [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | ||||||||||||||||||||
Notes Payable | 413,239 | 413,239 | 450,477 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 5,000 | ||||||||||||||||||||
Litigation Settlement, Expense | $ 500,000 | ||||||||||||||||||||
Note Payable, Settlement of Subordinated Debt, Accrued Interest and Guarantor Fees [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate Terms | non-interest bearing | ||||||||||||||||||||
Mallard Note Payable [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||
Notes Payable | 201,123 | 201,123 | 208,763 | ||||||||||||||||||
Debt Instrument, Payment Terms | payable in monthly increments of $750 per month, with a final balloon payment of $205,000 due on January 1, 2025 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 51,063 | 31,627 | 31,627 | 41,237 | |||||||||||||||||
Litigation Settlement, Expense | $ 198,937 | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | 9,610 | 9,211 | |||||||||||||||||||
EIDL Note Payable [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | ||||||||||||||||||||
Notes Payable | 150,000 | 150,000 | |||||||||||||||||||
Interest Payable | $ 8,615 | $ 8,615 | $ 2,990 | ||||||||||||||||||
Debt Instrument, Payment Terms | monthly beginning June 20, 2021 (twelve months from the date of the SBA Loan Agreement) in the amount of $731. On March 15, 2021, the initial payment date was extended 12 months to June 20, 2022. The balance of principal and interest is payable thirty years from the date of the SBA Loan Agreement | ||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 731 |
NOTES PAYABLE (Details) - Sched
NOTES PAYABLE (Details) - Schedule of Debt - Notes Payable, Other Payables [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 06, 2019 | Aug. 31, 2017 | |
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||||
Notes Payable, Gross | $ 3,311,568 | $ 3,363,806 | |||
Less unamortized debt discount | (31,627) | (41,237) | |||
Total notes payable net of unamortized debt discount | 3,279,941 | 3,322,569 | |||
Less current portion | (2,557,881) | (2,562,149) | |||
Long term portion | 722,060 | 760,420 | |||
Seaside National Bank and Trust [Member] | |||||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||||
Notes Payable, Gross | 980,000 | 980,000 | |||
Comella Note #1 [Member] | |||||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||||
Notes Payable, Gross | [1] | 255,579 | 255,579 | ||
Comella Note #2 [Member] | |||||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||||
Notes Payable, Gross | [1] | 300,000 | 300,000 | ||
Comella Note #3 [Member] | |||||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||||
Notes Payable, Gross | [1] | 300,000 | 300,000 | ||
Comella Note #4 [Member] | |||||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||||
Notes Payable, Gross | [1] | 300,000 | 300,000 | ||
Hunton & Williams Notes [Member] | |||||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||||
Notes Payable, Gross | 380,000 | 386,000 | |||
Less unamortized debt discount | $ (69,700) | ||||
Weider promissory note [Member] | |||||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||||
Notes Payable, Gross | 413,239 | 450,477 | |||
Mallard Note Payable [Member] | |||||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||||
Notes Payable, Gross | 232,750 | 241,750 | |||
Less unamortized debt discount | (31,627) | (41,237) | $ (51,063) | ||
EIDL Note Payable [Member] | |||||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||||
Notes Payable, Gross | $ 150,000 | $ 150,000 | |||
[1] | Dr. Comella is a former member of the Board of Directors and resigned on December 1, 2019. This note was previously included in notes payable - related parties. |
PROMISSORY NOTE PAYABLE (Detail
PROMISSORY NOTE PAYABLE (Details) - Promissory Note [Member] - USD ($) | Jun. 01, 2020 | Jun. 01, 2015 | Dec. 31, 2021 | Dec. 31, 2020 |
PROMISSORY NOTE PAYABLE (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,697,762 | |||
Debt Instrument, Periodic Payment | $ 75,000 | |||
Default Interest Rate | 18.00% | |||
Imputed Interest, Rate | 5.00% | |||
Debt Instrument, Unamortized Discount | $ 368,615 | |||
Amortization of Debt Discount (Premium) | $ 0 | $ 29,295 | ||
Notes Payable | $ 1,397,762 | $ 1,397,762 | ||
Unpaid Guarantor Fees [Member] | ||||
PROMISSORY NOTE PAYABLE (Details) [Line Items] | ||||
Debt Conversion, Original Debt, Amount | 624,737 | |||
Principal [Member] | ||||
PROMISSORY NOTE PAYABLE (Details) [Line Items] | ||||
Debt Conversion, Original Debt, Amount | 1,500,000 | |||
Interest [Member] | ||||
PROMISSORY NOTE PAYABLE (Details) [Line Items] | ||||
Debt Conversion, Original Debt, Amount | $ 373,469 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details) - USD ($) | Nov. 09, 2021 | Oct. 29, 2021 | Oct. 01, 2021 | Jul. 30, 2021 | Jun. 20, 2021 | Apr. 08, 2021 | Apr. 01, 2021 | Mar. 24, 2021 | Mar. 23, 2021 | Feb. 26, 2021 | Oct. 01, 2020 | Sep. 08, 2020 | Feb. 05, 2020 | Oct. 07, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 15, 2019 |
CONVERTIBLE NOTE PAYABLE (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 35,000 | $ 500,000 | |||||||||||||||
Debt Instrument, Maturity Date | Feb. 5, 2021 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.25% | |||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | right to convert the outstanding balance of the note at any time into shares of common stock of the Company at a conversion price equal to a thirty percent (30%) discount of the average closing price of the Company’s common stock on the OTC Markets electronic exchange for the prior thirty (30) trading days prior to conversion | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 226,713 | 743,341 | 187,575 | 7,518,797 | 2,035,820 | 34,522 | 28,891,144 | ||||||||||
Amortization of Debt Discount (Premium) | $ 977,386 | $ 447,380 | |||||||||||||||
Interest Payable | 166,424 | 208,645 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 8,921 | $ 10,879 | |||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 641,688 | 15,000 | |||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
CONVERTIBLE NOTE PAYABLE (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 15,000 | 0 | 1,874 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 3,804,348 | ||||||||||||||||
Amortization of Debt Discount (Premium) | 1,874 | 13,126 | |||||||||||||||
Convertible Notes Payable | 0 | 33,126 | |||||||||||||||
Interest Payable | 0 | 1,582 | |||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
CONVERTIBLE NOTE PAYABLE (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | $ 10,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||
Convertible Notes Payable | 0 | 10,000 | |||||||||||||||
Interest Payable | 0 | $ 156 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.0467 | ||||||||||||||||
Default Interest Rate | 18.00% | ||||||||||||||||
Principal [Member] | |||||||||||||||||
CONVERTIBLE NOTE PAYABLE (Details) [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 10,000 | ||||||||||||||||
Interest [Member] | |||||||||||||||||
CONVERTIBLE NOTE PAYABLE (Details) [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 588 | ||||||||||||||||
Convertible Note, February 26, 2021 [Member] | |||||||||||||||||
CONVERTIBLE NOTE PAYABLE (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | $ 619,000 | |||||||||||||||
Debt Instrument, Unamortized Discount | 235,150 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,518,797 | ||||||||||||||||
Amortization of Debt Discount (Premium) | 286,699 | ||||||||||||||||
Convertible Notes Payable | 183,850 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.0266 | ||||||||||||||||
Debt Instrument, Term | 12 months | ||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 521,850 | ||||||||||||||||
Convertible Note, March 24, 2021 [Member] | |||||||||||||||||
CONVERTIBLE NOTE PAYABLE (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 110,000 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 15,741,286 | ||||||||||||||||
Amortization of Debt Discount (Premium) | 110,000 | ||||||||||||||||
Convertible Notes Payable | 0 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.007 | ||||||||||||||||
Debt Instrument, Term | 12 months | ||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 110,000 | ||||||||||||||||
Convertible Note, June 20, 2021 [Member] | |||||||||||||||||
CONVERTIBLE NOTE PAYABLE (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 20,000 | ||||||||||||||||
Debt Instrument, Unamortized Discount | 6,439 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,600,000 | ||||||||||||||||
Amortization of Debt Discount (Premium) | 2,400 | ||||||||||||||||
Convertible Notes Payable | 0 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.0125 | ||||||||||||||||
Debt Instrument, Term | 12 months | ||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 2,400 | ||||||||||||||||
Convertible Note, October 29, 2021 [Member] | |||||||||||||||||
CONVERTIBLE NOTE PAYABLE (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 17,000 | ||||||||||||||||
Amortization of Debt Discount (Premium) | $ 998 | ||||||||||||||||
Convertible Notes Payable | $ 10,561 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.008 | ||||||||||||||||
Debt Instrument, Term | 12 years | ||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 7,438 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Nov. 09, 2021 | Oct. 01, 2021 | Apr. 01, 2021 | Mar. 23, 2021 | Feb. 10, 2021 | Oct. 01, 2020 | Apr. 01, 2020 | Feb. 05, 2020 | Oct. 01, 2019 | Jul. 01, 2019 | Oct. 19, 2018 | May 07, 2018 | Apr. 19, 2018 | Oct. 02, 2017 | Apr. 01, 2017 | Mar. 09, 2017 | Nov. 09, 2016 | Oct. 06, 2016 | Apr. 07, 2016 | Oct. 07, 2015 | Oct. 02, 2015 | Apr. 03, 2015 | Oct. 03, 2014 | Apr. 02, 2014 | Dec. 24, 2013 | Sep. 30, 2013 | Oct. 01, 2012 | Sep. 21, 2012 | Mar. 30, 2012 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2013 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 26, 2021 | Sep. 30, 2020 | Sep. 08, 2020 | Jul. 01, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 15, 2019 | Aug. 07, 2017 | Dec. 31, 2015 | Feb. 28, 2013 | Feb. 29, 2012 |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Due to Related Parties, Current | $ 951,432 | $ 861,432 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 35,000 | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 226,713 | 743,341 | 187,575 | 7,518,797 | 2,035,820 | 34,522 | 28,891,144 | ||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Percentage of Revenues to be Received as Royalty | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.25% | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 9,145 | $ 100,000 | $ 375,586 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 8,921 | 10,879 | |||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | 231,742 | 51,914 | |||||||||||||||||||||||||||||||||||||||||||||
Paid-in-Kind Interest | 9,195 | $ 9,195 | 19,800 | 21,744 | |||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 274 | $ (1,734) | $ 100,000 | (984) | (151,410) | 182 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 10,179 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 3,144,200 | 2,721,478 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 5, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest Payable | 166,424 | 208,645 | |||||||||||||||||||||||||||||||||||||||||||||
Officers and Directors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | 90,000 | 349,688 | |||||||||||||||||||||||||||||||||||||||||||||
Due to Related Parties, Current | 951,432 | 861,432 | |||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Voting Rights | modify the voting rights of the subsequently cancelled Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stockholders to 25 votes per share on matters to be voted on by the common stockholders and all prior and subsequent payments of interest will be in common stock | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Affiliated Entity [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 544,267 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,445,647 | 1,692,353 | 164,523 | 379,141 | 559,187 | 286,315 | 3,916 | 8,772 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | Company was obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six-month anniversary of the effective date (October 1, 2012). | agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May 1, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. The Company did not make the required payment, and as a result, was in default of the revised agreement. The Company renegotiated the terms of the Note and Northstar agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock. | |||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000 shares of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights.In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing, and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated. | ||||||||||||||||||||||||||||||||||||||||||||||
Percentage of Revenues to be Received as Royalty | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.85% | 7.00% | |||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 9,145 | $ 9,145 | $ 12,705 | $ 12,703 | $ 85,447 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 11,565 | ||||||||||||||||||||||||||||||||||||||||||||||
Paid-in-Kind Interest | $ 9,195 | $ 9,195 | |||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 2,420 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 262,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Chief Scientific Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Interest Payable | 612,323 | 482,468 | |||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Series A Preferred Stock [Member] | Affiliated Entity [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 316,800 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 18,340 | $ 18,340 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 586 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 930,916 | 3,481,467 | |||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 19,800 | $ 21,744 | |||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 1,459 | 3,404 | |||||||||||||||||||||||||||||||||||||||||||||
Interest [Member] | Notes Payable, Other Payables [Member] | Affiliated Entity [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 848,490 | 57,778 | 4,156 | 1,363 | 515 | 275 | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 12,705 | $ 12,705 | $ 12,635 | $ 12,705 | $ 12,635 | ||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 12,705 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Interest Payable | 0 | 156 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #5 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 161,786 | 161,786 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #5 [Member] | Notes Payable, Other Payables [Member] | Chief Scientific Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 7, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||
Note Payable #6 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 500,000 | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Term | 6 months | ||||||||||||||||||||||||||||||||||||||||||||||
Note Payable #7 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 500,000 | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #8 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 178,077 | 178,077 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #9 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 187,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 187,500 | 187,500 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #10 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 187,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 187,500 | 187,500 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #11 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 500,000 | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #12 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,962 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 100,962 | 100,962 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #13 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 143,654 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 143,654 | $ 143,653 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #14 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 90,990 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 90,990 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #15 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 43,269 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 43,269 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #16 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 187,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 187,500 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Note Payable #17 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,962 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 100,962 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||
Stock Issued for Conversion of Series A Preferred Stock and Litigation Case [Member] | Northstar Claims [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,000,000 | 30,000,000 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details) - Schedule of Related Party Transactions - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | $ 3,144,200 | $ 2,721,478 |
Northstar Claims [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 262,000 | 262,000 |
Note Payable #5 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 161,786 | 161,786 |
Note Payable #6 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 500,000 | 500,000 |
Note Payable #7 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 500,000 | 500,000 |
Note Payable #8 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 178,077 | 178,077 |
Note Payable #9 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 187,500 | 187,500 |
Note Payable #10 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 187,500 | 187,500 |
Note Payable #11 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 500,000 | 500,000 |
Note Payable #12 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 100,962 | 100,962 |
Note Payable #13 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 143,654 | 143,653 |
Note Payable #14 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 90,990 | 0 |
Note Payable #15 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 43,269 | 0 |
Note Payable #16 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | 187,500 | 0 |
Note Payable #17 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Party | $ 100,962 | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Feb. 10, 2021 | Jul. 01, 2019 | Jun. 15, 2019 | Nov. 09, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 05, 2020 |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 0 | ||||||||
Royalty Agreement, Term | 25 years | ||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 75,000 | ||||||||
Percentage of Revenues to be Received as Royalty | 5.00% | ||||||||
Deferred Revenue | $ 59,500 | $ 62,500 | |||||||
General Insurance Expense | $ 11,000 | $ 100,000 | |||||||
Settlement Liabilities, Current | 26,600 | 28,850 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 5.00% | |||||||
Debt Instrument, Face Amount | $ 500,000 | $ 35,000 | |||||||
Debt Instrument, Periodic Payment | $ 5,000 | ||||||||
Litigation Settlement, Expense | 500,000 | ||||||||
Proceeds from Sale of Long-term Investments | $ 100,000 | ||||||||
Unsecured Debt [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||
Notes Payable | 413,239 | 450,477 | |||||||
Chief Executive Officer [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 750,000 | ||||||||
Royalty Arrangement [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||
Deferred Revenue | $ 59,500 | $ 62,500 | |||||||
Deferred Bonus [Member] | Chief Executive Officer [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||
Accrued Bonuses | $ 500,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 20,000,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Deferred Bonus [Member] | Minimum [Member] | Chief Executive Officer [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 150,000 | ||||||||
Deferred Bonus [Member] | Maximum [Member] | Chief Executive Officer [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 500,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - Lease, Cost - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 4,711 | $ 5,582 |
Total lease expense | $ 4,711 | $ 5,582 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - USD ($) | Nov. 09, 2021 | Oct. 01, 2021 | Sep. 10, 2021 | Apr. 01, 2021 | Mar. 23, 2021 | Feb. 10, 2021 | Oct. 01, 2020 | May 07, 2018 | Aug. 07, 2017 | Apr. 21, 2017 | Sep. 16, 2016 | Oct. 07, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 02, 2015 | Aug. 04, 2014 | Apr. 01, 2013 |
STOCKHOLDERS' DEFICIT (Details) [Line Items] | |||||||||||||||||
Stock Issued During Period, Value, Other | $ 231,742 | $ 51,914 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 274 | $ (1,734) | $ 100,000 | $ (984) | (151,410) | 182 | |||||||||||
Debt Conversion, Original Debt, Amount | 9,145 | $ 100,000 | $ 375,586 | $ 0 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 4,000,000 | 4,000,000 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 128,000 | $ 16,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 8,921 | $ 10,879 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 226,713 | 743,341 | 187,575 | 7,518,797 | 2,035,820 | 34,522 | 28,891,144 | ||||||||||
Common Stock Registered, Shares (in Shares) | 250,000,000 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 275,000 | 0 | |||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 27,500,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 36,686 | 296,636 | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 556,556 | $ 701,939 | |||||||||||||||
Accounts Payable [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 6,642,197 | 10,354,560 | |||||||||||||||
Stock Issued During Period, Value, Other | $ 231,742 | $ 51,914 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 151,742 | ||||||||||||||||
Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | |||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (3,586) | ||||||||||||||||
Interest [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 930,916 | 3,481,467 | |||||||||||||||
Stock Issued During Period, Value, Other | $ 19,800 | $ 21,744 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | 1,459 | 3,404 | |||||||||||||||
Debt Conversion, Original Debt, Amount | 18,340 | 18,340 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | 586 | ||||||||||||||||
Principal [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 375,000 | ||||||||||||||||
Share-based Payment Arrangement, Option [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 36,686 | ||||||||||||||||
Share Price (in Dollars per share) | $ 0.006 | ||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 428,556 | $ 685,939 | |||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 157,289 | ||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 6 months 18 days | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | |||||||||||||||||
Share Price (in Dollars per share) | $ 0.006 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | |||||||||||||||||
Proceeds from Issuance of Common Stock | $ 2,500,000 | ||||||||||||||||
Bioheart 2013 Omnibus Equity Compensation Plan [Member] | |||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 500,000,000 | 100,000 | 50,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in Shares) | 100,000,000 | 30,000,000 | 25,000,000 | 25,000,000 |
STOCKHOLDERS' DEFICIT (Detail_2
STOCKHOLDERS' DEFICIT (Details) - Share-based Payment Arrangement, Option, Activity - USD ($) | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Payment Arrangement, Option, Activity [Abstract] | |||
Options Outstanding | 111,120,474 | 111,119,914 | |
Options Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 0.0247 | $ 0.0247 | |
Options Outstanding, Weighted-Average Remaining Contractual Term | 8 years 3 months 18 days | 6 years 3 months 18 days | 7 years 2 months 12 days |
Options Outstanding, Intrinsic Value (in Dollars) | $ 36,686 | $ 296,636 | |
Options exercisable | 93,491,384 | ||
Options exercisable, Weighted-Average Exercise Price (in Dollars per share) | $ 0.0256 | ||
Options exercisable, Weighted-Average Remaining Contractual Term | 6 years 1 month 6 days | ||
Options exercisable, Intrinsic Value (in Dollars) | $ 31,642 | ||
Options Granted | 0 | ||
Options Exercised | 0 | ||
Forfeited/Expired | (476,030) | (560) | |
Forfeited/Expired, Weighted-Average Exercise Price (in Dollars per share) | $ 0.0298 | $ 0.154 | |
Options Outstanding | 110,643,884 | 111,119,914 | |
Options Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 0.0247 | $ 0.0247 |
STOCKHOLDERS' DEFICIT (Detail_3
STOCKHOLDERS' DEFICIT (Details) - Share-based Payment Arrangement, Option, Exercise Price Range | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted-Average Exercise Price | $ 0.0247 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 6 years 3 months 18 days |
Options Outstanding (in Shares) | shares | 110,643,884 |
Options Exercisable (in Shares) | shares | 93,491,384 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0256 |
Options $0.000 to $0.010 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted-Average Exercise Price | $ 0.0051 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 7 years |
Options Outstanding (in Shares) | shares | 41,800,000 |
Options Exercisable (in Shares) | shares | 30,150,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.005 |
Options $0.000 to $0.010 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.004 |
Options $0.000 to $0.010 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.01 |
Options $0.011 to $0.020 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted-Average Exercise Price | $ 0.0196 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 4 years 8 months 12 days |
Options Outstanding (in Shares) | shares | 16,250,000 |
Options Exercisable (in Shares) | shares | 16,250,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0196 |
Options $0.011 to $0.020 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.011 |
Options $0.011 to $0.020 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.02 |
Options $0.021 to $0.030 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted-Average Exercise Price | $ 0.0252 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 6 years 10 months 24 days |
Options Outstanding (in Shares) | shares | 9,510,000 |
Options Exercisable (in Shares) | shares | 9,007,500 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0252 |
Options $0.021 to $0.030 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.021 |
Options $0.021 to $0.030 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.03 |
Options $0.0363 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.0363 |
Options Outstanding, Weighted-Average Exercise Price | $ 0.0363 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 5 years 7 months 6 days |
Options Outstanding (in Shares) | shares | 22,635,000 |
Options Exercisable (in Shares) | shares | 22,635,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0363 |
Options, $0.0536 Exercise Price [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.0536 |
Options Outstanding, Weighted-Average Exercise Price | $ 0.0536 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 6 years 4 months 24 days |
Options Outstanding (in Shares) | shares | 20,000,000 |
Options Exercisable (in Shares) | shares | 15,000,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0536 |
Options $0.1540 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.154 |
Options Outstanding, Weighted-Average Exercise Price | $ 0.154 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 3 years 9 months 18 days |
Options Outstanding (in Shares) | shares | 448,884 |
Options Exercisable (in Shares) | shares | 448,884 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.154 |
STOCKHOLDERS' DEFICIT (Detail_4
STOCKHOLDERS' DEFICIT (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | ||
Warrants Outstanding | 1,110,468 | 1,110,468 |
Warrants Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 12.84 | $ 12.84 |
Warrants Outstanding, Weighted-Average Remaining Contractual Term | 6 years 2 months 12 days | 7 years 1 month 6 days |
Warrants Outstanding, Intrinsic Value (in Dollars) | $ 0 | $ 0 |
Warrants Exercisable | 1,101,582 | |
Warrants Exercisable, Weighted-Average Exercise Price (in Dollars per share) | $ 1.64 | |
Warrants Exercisable, Weighted-Average Remaining Contractual Term | 6 years 2 months 12 days | |
Warrants Exercisable, Intrinsic Value (in Dollars) | $ 0 | $ 0 |
Warrants Issued | 0 | |
Warrants Exercised | 0 | |
Warrants Expired | (7,341) | |
Warrants Expired, Weighted-Average Exercise Price (in Dollars per share) | $ 77.88 | |
Warrants Outstanding | 1,103,127 | 1,110,468 |
Warrants Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 12.41 | $ 12.84 |
STOCKHOLDERS' DEFICIT (Detail_5
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | |||
Warrants Outstanding, Exercise Price | $ 12.41 | $ 12.84 | $ 12.84 |
Warrants Outstanding, Shares (in Shares) | 1,103,127 | 1,110,468 | 1,110,468 |
Warrants Outstanding, Weighted- Average Exercise Price | $ 12.41 | ||
Warrants Exercisable, Weighted- Average Remaining Contractual Term | 6 years 2 months 12 days | 7 years 1 month 6 days | |
Warrants Exercisable, Shares (in Shares) | 1,101,582 | ||
Warrants Exercisable, Weighted- Average Exercise Price | $ 1.64 | ||
Class of Warrants or Rights, Exercise Price Range, $0.01-$20.00 [Member] | |||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | |||
Warrants Outstanding, Shares (in Shares) | 1,081,036 | ||
Warrants Outstanding, Weighted- Average Exercise Price | $ 1.17 | ||
Warrants Exercisable, Weighted- Average Remaining Contractual Term | 6 years 3 months 18 days | ||
Warrants Exercisable, Shares (in Shares) | 1,081,036 | ||
Warrants Exercisable, Weighted- Average Exercise Price | $ 1.17 | ||
Class of Warrants or Rights, Exercise Price Range, $0.01-$20.00 [Member] | Minimum [Member] | |||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | |||
Warrants Outstanding, Exercise Price | 0.03 | ||
Class of Warrants or Rights, Exercise Price Range, $0.01-$20.00 [Member] | Maximum [Member] | |||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | |||
Warrants Outstanding, Exercise Price | $ 20 | ||
Class of Warrants or Rights, Exercise Price Range, $20.01-$30.00 [Member] | |||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | |||
Warrants Outstanding, Shares (in Shares) | 19,543 | ||
Warrants Outstanding, Weighted- Average Exercise Price | $ 25.06 | ||
Warrants Exercisable, Weighted- Average Remaining Contractual Term | 2 years 2 months 12 days | ||
Warrants Exercisable, Shares (in Shares) | 19,543 | ||
Warrants Exercisable, Weighted- Average Exercise Price | $ 25.06 | ||
Class of Warrants or Rights, Exercise Price Range, $20.01-$30.00 [Member] | Minimum [Member] | |||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | |||
Warrants Outstanding, Exercise Price | 20.01 | ||
Class of Warrants or Rights, Exercise Price Range, $20.01-$30.00 [Member] | Maximum [Member] | |||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | |||
Warrants Outstanding, Exercise Price | 30 | ||
Class of Warrants or Rights, Exercise Price Range $49.86 [Member] | |||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | |||
Warrants Outstanding, Exercise Price | $ 49.86 | ||
Warrants Outstanding, Shares (in Shares) | 1,003 | ||
Warrants Outstanding, Weighted- Average Exercise Price | $ 49.86 | ||
Warrants Exercisable, Weighted- Average Remaining Contractual Term | 2 years 2 months 12 days | ||
Warrants Exercisable, Shares (in Shares) | 1,003 | ||
Warrants Exercisable, Weighted- Average Exercise Price | $ 49.86 | ||
Class of Warrants or Rights, Exercise Price Range, Greater than $60.00 [Member] | |||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | |||
Warrants Outstanding, Exercise Price | $ 7,690 | ||
Warrants Outstanding, Shares (in Shares) | 1,545 | ||
Warrants Outstanding, Weighted- Average Exercise Price | $ 7,690 | ||
Warrants Exercisable, Weighted- Average Remaining Contractual Term | 5 years | ||
Warrants Exercisable, Weighted- Average Exercise Price | $ 7,690 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Operating Loss Carryforwards | $ 92 | $ 87.4 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 5 | ||
Operating Loss Carryforwards, Limitations on Use | Section 382 of the Internal Revenue Code of 1986 (the “Code”) imposes an annual limit on the ability of a corporation that undergoes a greater than 50% ownership change to use its net operating loss carry forwards to reduce its tax liability. If in the future the Company issues common stock or additional equity instruments convertible in common shares which result in an ownership change exceeding the 50% limitation threshold imposed by Section 382 of the Code, the Company’s net operating loss carryforwards may be significantly limited as to the amount of use in a particular year. | limited to 80% of taxable income in the year utilized |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Deferred: | ||
Federal | 843,633 | 962,911 |
State | 174,551 | 199,230 |
1,018,184 | 1,162,141 | |
Change in valuation allowance | (1,018,184) | (1,162,141) |
Income tax provision (benefit) | $ 0 | $ 0 |
INCOME TAXES (Details) - Sche_2
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 22,139,733 | $ 23,317,369 |
Share-based compensation | 4,371,729 | 4,263,112 |
Deferred compensation | 1,023,375 | 916,236 |
Pre-litigation settlement notes payable | 155,710 | 164,993 |
Other | 274,703 | 260,494 |
Total deferred tax assets | 27,965,250 | 28,922,204 |
Deferred tax liabilities: | ||
OID on convertible debt beneficial conversion feature | (61,231) | 0 |
Total deferred tax liabilities | (61,231) | 0 |
Valuation allowance | (27,904,019) | (28,922,204) |
Total | $ 0 | $ 0 |
INCOME TAXES (Details) - Sche_3
INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
US federal statutory rate | $ (690,357) | $ (607,004) |
State tax rate, net of federal benefit | (137,277) | (124,658) |
Effect of debt discount for beneficial conversion feature | 166,437 | 0 |
Other | 26,880 | 4,514 |
Effect of expiration of net operating loss carryforwards | 1,652,501 | 1,889,289 |
Change in valuation allowance | (1,018,184) | (1,162,141) |
Income tax provision (benefit) | $ 0 | $ 0 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) | Dec. 31, 2021 |
Customer Two [Member] | |
CONCENTRATIONS (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 49.90% |
CONCENTRATIONS (Details) - Sche
CONCENTRATIONS (Details) - Schedules of Customer Concentration Risk - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Customer Concentration Risk, Percentage | 20.00% | 22.00% |
Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Customer Concentration Risk, Percentage | 17.00% | 0.00% |
Seven Customers [Member] | ||
Concentration Risk [Line Items] | ||
Customer Concentration Risk, Percentage | 37.00% | 22.00% |
CONCENTRATIONS (Details) - Sc_2
CONCENTRATIONS (Details) - Schedules of Credit Concentration Risk - Credit Concentration Risk [Member] - Accounts Receivable [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Credit Concentration Risk, Percentage | 98.00% | 44.00% |
Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Credit Concentration Risk, Percentage | 0.00% | 50.00% |
Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Credit Concentration Risk, Percentage | 98.00% | 94.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | Feb. 26, 2022 | Feb. 17, 2022 | Feb. 28, 2022 | Jan. 31, 2022 |
SUBSEQUENT EVENTS (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services | 20,000,000 | 1,951,207 | ||
Stock Issued During Period, Shares, New Issues | 56,525,000 | 3,125,000 | ||
Debt Instrument, Debt Default, Amount (in Dollars) | $ 205,000 | $ 419,000 | ||
Class of Warrant or Rights, Granted | 12,500,000 | |||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 25,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 3,125,000 | |||
Debt Instrument, Interest Rate, Increase (Decrease) | 12.00% |