Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 19, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54554 | |
Entity Registrant Name | THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. | |
Entity Central Index Key | 0001419051 | |
Entity Tax Identification Number | 45-1226465 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 701 Wild Rose Lane | |
Entity Address, City or Town | Elk City | |
Entity Address, State or Province | ID | |
Entity Address, Postal Zip Code | 83525 | |
City Area Code | (760) | |
Local Phone Number | 295-7208 | |
Title of 12(b) Security | Common | |
Trading Symbol | TSOI | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,294,196,612 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 62,259 | $ 252,147 |
Restricted cash | 10,223 | 10,202 |
Accounts receivable | 21,488 | 2,441 |
Inventory | 61,404 | 5,399 |
Prepaid expenses and other current assets | 302,178 | 77,328 |
Total current assets | 457,552 | 347,517 |
Property and equipment, net | 309,944 | 5,059 |
Right-of-use asset | 40,445 | 58,976 |
Other assets | 357,329 | 191,922 |
Total assets | 1,165,270 | 603,474 |
Current liabilities: | ||
Accounts payable | 361,655 | 302,477 |
Accounts payable-related parties | 7,252 | 7,210 |
Accrued expenses and other current liabilities | 450,080 | 593,925 |
Lease liability | 25,374 | 24,792 |
Notes payable, current portion | 4,071 | |
Convertible notes payable, net of discount of $217,842 and $195,162, at September 30, 2021 and December 31, 2020, respectively | 104,658 | 37,338 |
Notes payable-related parties, net | 960,030 | 944,098 |
Derivative liabilities | 342,117 | 437,549 |
Total current liabilities | 2,255,237 | 2,347,389 |
LONG TERM LIABILITIES | ||
Notes payable, net of current portion | 16,631 | |
Lease liability, net of current portion | 15,071 | 34,184 |
TOTAL LIABILITIES | 2,286,939 | 2,381,573 |
Commitments and contingencies | ||
Shareholders’ Deficit: | ||
Preferred stock, $ 0.001 par value; 5,000,000 shares authorized | ||
Common stock, $ 0.001 par value; 3,500,000,000 shares authorized; 2,274,932,452 and 2,233,741,391 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively. | 2,274,933 | 2,233,742 |
Additional paid-in capital | 9,259,342 | 7,041,960 |
Shares to be issued | 36,821 | |
Subscription receivable | (21,000) | (21,000) |
Accumulated deficit | (12,671,765) | (11,032,801) |
Total shareholders’ deficit | (1,121,669) | (1,778,099) |
Total liabilities and shareholders’ deficit | $ 1,165,270 | $ 603,474 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Debt instrument, unamortized discount, current | $ 217,842 | $ 195,162 |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 |
Common stock, shares, issued | 2,274,932,452 | 2,233,741,391 |
Common stock, shares, outstanding | 2,274,932,452 | 2,233,741,391 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 57,291 | $ 11,351 | $ 101,796 | $ 44,886 |
Cost of goods sold | 12,431 | 2,724 | 27,598 | 8,677 |
Gross profit | 44,860 | 8,627 | 74,198 | 36,209 |
Operating expenses: | ||||
General and administrative | 31,271 | 27,994 | 96,722 | 62,197 |
Salaries, wages, and related costs | 83,968 | 215,477 | 319,198 | 475,390 |
Consulting fees | 107,514 | 48,751 | 224,844 | 120,011 |
Legal and professional fees | 492,295 | 72,891 | 636,193 | 199,899 |
Research and development | 31,815 | 133,921 | 183,597 | 463,693 |
Total operating expenses | 746,863 | 499,034 | 1,460,554 | 1,321,190 |
Loss from operations | (702,003) | (490,407) | (1,386,356) | (1,284,981) |
Other income (expense): | ||||
Loss on derivative liabilities | (45,006) | (477,559) | (103,248) | |
Change in fair value of derivative liabilities | 53,624 | 37,972 | 624,376 | 256,248 |
Interest expense | (121,414) | (47,561) | (399,425) | (203,683) |
Other income | (21,200) | |||
Total other income (expense) | (112,796) | (9,589) | (252,608) | (71,883) |
Net loss | $ (814,799) | $ (499,996) | $ (1,638,964) | $ (1,356,864) |
Net loss per share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 2,267,469,428 | 2,092,537,522 | 2,253,155,062 | 1,813,912,043 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Shares To Be Issued [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 1,614,628 | $ 5,183,228 | $ (8,832,900) | $ (2,035,044) | ||
Balance, shares at Dec. 31, 2019 | 1,614,627,811 | |||||
Common stock issued for services | $ 163,500 | 473,050 | 636,550 | |||
Common stock issued for services, shares | 163,500,000 | |||||
Common stock issued for salaries | $ 37,682 | 162,718 | 200,400 | |||
Common stock issued for salaries, shares | 37,681,818 | |||||
Common stock issued for cash | $ 200,375 | 451,324 | (21,000) | 630,699 | ||
Common stock issued for cash, shares | 200,375,737 | |||||
Offering costs | (19,456) | (19,456) | ||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | $ 151,419 | 36,202 | 187,621 | |||
Common stock issued for conversion of convertible notes, accrued interest, and derivative liabilities, shares | 151,418,784 | |||||
Relief of derivative liabilities | 360,096 | 360,096 | ||||
Net loss | (1,356,864) | (1,356,864) | ||||
Balance at Sep. 30, 2020 | $ 2,167,604 | 6,647,162 | (21,000) | (10,189,764) | (1,395,998) | |
Balance, shares at Sep. 30, 2020 | 2,167,604,150 | |||||
Balance at Dec. 31, 2019 | $ 1,614,628 | 5,183,228 | (8,832,900) | (2,035,044) | ||
Balance, shares at Dec. 31, 2019 | 1,614,627,811 | |||||
Balance at Dec. 31, 2020 | $ 2,233,742 | 7,041,960 | (21,000) | (11,032,801) | (1,778,099) | |
Balance, shares at Dec. 31, 2020 | 2,233,741,391 | |||||
Balance at Jun. 30, 2020 | $ 1,947,439 | 6,003,461 | (9,689,768) | (1,738,868) | ||
Balance, shares at Jun. 30, 2020 | 1,947,438,492 | |||||
Common stock issued for services | $ 15,500 | 74,550 | 90,050 | |||
Common stock issued for services, shares | 15,500,000 | |||||
Common stock issued for salaries | $ 19,500 | 120,900 | 140,400 | |||
Common stock issued for salaries, shares | 19,500,000 | |||||
Common stock issued for cash | $ 176,196 | 395,304 | (21,000) | 550,500 | ||
Common stock issued for cash, shares | 176,196,428 | |||||
Offering costs | (19,456) | (19,456) | ||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | $ 8,969 | 26,011 | 34,980 | |||
Common stock issued for conversion of convertible notes, accrued interest, and derivative liabilities, shares | 8,969,230 | |||||
Relief of derivative liabilities | 46,392 | 46,392 | ||||
Net loss | (499,996) | (499,996) | ||||
Balance at Sep. 30, 2020 | $ 2,167,604 | 6,647,162 | (21,000) | (10,189,764) | (1,395,998) | |
Balance, shares at Sep. 30, 2020 | 2,167,604,150 | |||||
Balance at Dec. 31, 2020 | $ 2,233,742 | 7,041,960 | (21,000) | (11,032,801) | (1,778,099) | |
Balance, shares at Dec. 31, 2020 | 2,233,741,391 | |||||
Common stock issued for services | $ 8,500 | 512,900 | 36,821 | 558,221 | ||
Common stock issued for services, shares | 8,500,000 | |||||
Common stock issued for prepaid fees | $ 7,500 | 539,950 | 547,450 | |||
Common stock issued for prepaid fees, shares | 7,500,000 | |||||
Common stock issued for land development | $ 1,500 | 57,400 | $ 58,900 | |||
Common stock issued for land development, shares | 1,500,000 | 1,500,000 | ||||
Common stock issued for salaries | $ 8,342 | 231,458 | $ 239,800 | |||
Common stock issued for salaries, shares | 8,341,723 | |||||
Common stock issued for cash | $ 4,850 | 280,649 | 285,499 | |||
Common stock issued for cash, shares | 4,850,075 | |||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | $ 10,499 | 292,660 | 303,159 | |||
Common stock issued for conversion of convertible notes, accrued interest, and derivative liabilities, shares | 10,499,263 | |||||
Relief of derivative liabilities | 302,365 | 302,365 | ||||
Net loss | (1,638,964) | (1,638,964) | ||||
Balance at Sep. 30, 2021 | $ 2,274,933 | 9,259,342 | 36,821 | (21,000) | (12,671,765) | (1,121,669) |
Balance, shares at Sep. 30, 2021 | 2,274,932,452 | |||||
Balance at Jun. 30, 2021 | $ 2,259,522 | 8,321,915 | (21,000) | (11,856,966) | (1,296,529) | |
Balance, shares at Jun. 30, 2021 | 2,259,521,681 | |||||
Common stock issued for services | $ 5,000 | 345,000 | 36,821 | 386,821 | ||
Common stock issued for services, shares | 5,000,000 | |||||
Common stock issued for prepaid fees | $ 4,500 | 343,450 | 347,950 | |||
Common stock issued for prepaid fees, shares | 4,500,000 | |||||
Common stock issued for land development | $ 1,000 | 34,700 | 35,700 | |||
Common stock issued for land development, shares | 1,000,000 | |||||
Common stock issued for salaries | $ 797 | 40,003 | 40,800 | |||
Common stock issued for salaries, shares | 796,875 | |||||
Common stock issued for cash | $ 1,278 | 58,722 | 60,000 | |||
Common stock issued for cash, shares | 1,278,396 | |||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | $ 2,836 | 53,874 | 56,710 | |||
Common stock issued for conversion of convertible notes, accrued interest, and derivative liabilities, shares | 2,835,500 | |||||
Relief of derivative liabilities | 61,678 | 61,678 | ||||
Net loss | (814,799) | (814,799) | ||||
Balance at Sep. 30, 2021 | $ 2,274,933 | $ 9,259,342 | $ 36,821 | $ (21,000) | $ (12,671,765) | $ (1,121,669) |
Balance, shares at Sep. 30, 2021 | 2,274,932,452 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (1,638,964) | $ (1,356,864) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation to consultants | 416,321 | 100,200 |
Stock-based compensation to related parties | 141,900 | 736,750 |
Loss on derivative liabilities | 477,559 | 103,248 |
Change in fair value of derivative liabilities | (624,376) | (256,248) |
Amortization of prepaid stock-based compensation | 91,646 | |
Amortization of debt discount | 353,320 | 169,215 |
Patent amortization | 4,943 | 4,943 |
Depreciation | 4,051 | 195 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (19,047) | 319 |
Inventory | (56,005) | 513 |
Prepaid expenses and other current assets | 88,789 | 6,061 |
Right-of-use asset | 18,531 | (55,321) |
Accounts payable | 59,178 | (706) |
Accounts payable -related parties | 42 | (5,515) |
Accrued expenses and other current liabilities | 132,549 | 63,028 |
Lease liability | (18,531) | 55,320 |
Net cash used in operating activities | (568,094) | (434,862) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (260,565) | (5,448) |
Deposits | 4,015 | |
Net cash used in investing activities | (256,550) | (5,448) |
Cash flows from financing activities | ||
Payments on notes payable to related party | (3,503) | (22,478) |
Proceeds from convertible notes payable | 353,750 | 95,000 |
Proceeds from notes payable | 14,479 | |
Payments on notes payable | (969) | |
Proceeds from sale of common stock | 285,499 | 611,243 |
Net cash provided by financing activities | 634,777 | 698,244 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (189,867) | 257,934 |
Cash, cash equivalents and restricted cash at beginning of period | 262,349 | 36,597 |
Cash, cash equivalents and restricted cash at end of period | 72,482 | 294,531 |
Supplemental cash flow information: | ||
Cash paid for interest | 2,311 | 4,030 |
Cash paid for income taxes | 800 | 800 |
Non-cash investing and financing transactions: | ||
Original issuance discount on convertible notes payable | 22,250 | 9,000 |
Debt discount recorded in connection with derivative liability | 353,750 | 95,000 |
Common stock issued in conversion of convertible notes payable and interest | 605,525 | 547,716 |
Property and equipment purchased with note payable | 21,671 | |
Common stock issued for prepaid fees | 547,450 | |
Common stock issued for accrued salaries | 239,800 | |
Accrued interest added to principal | 19,434 | 20,398 |
Common stock issued for land development | 58,900 | |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: | ||
Cash and cash equivalents | 62,259 | 284,329 |
Restricted cash | 10,223 | 10,202 |
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows: | $ 72,482 | $ 294,531 |
Organization and Business Descr
Organization and Business Description | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Description | Note 1 – Organization and Business Description Therapeutic Solutions International, Inc. (“TSOI” or the “Company”) was organized August 6, 2007 On December 17, 2020, Therapeutic Solutions International, Inc. Board of Directors made a decision to move our corporate headquarters to Elk City, Idaho 83525 and has purchased real property at 701 Wild Rose Lane and 50 Bullock Lane, Elk City Idaho 83525. The Company will continue to maintain a satellite office at the current address of 4093 Oceanside Blvd., Suite B, Oceanside CA, 92056. Business Description Currently the Company is focused on immune modulation for the treatment of several specific diseases. Immune modulation refers to the ability to upregulate (make more active) or downregulate (make less active) one’s immune system. Activating one’s immune system is now an accepted method to treat certain cancers, reduce recovery time from viral or bacterial infections and to prevent illness. Additionally, inhibiting one’s immune system is vital for reducing inflammation, autoimmune disorders, and allergic reactions. TSOI is developing a range of immune-modulatory agents to target certain cancers, schizophrenia, suicidal ideation, traumatic brain injury, lung pathologies, and for daily health. Nutraceutical Division Cellular Division The stem cell licensed, termed “JadiCell” is unique in that it possesses features of mesenchymal stem cells, however, outperforms these cells in terms of a) enhanced growth factor production; b) augmented ability to secrete exosomes; and c) superior angiogenic and neurogenic ability. Chronic Traumatic Encephalopathy (CTE) is caused by repetitive concussive/sub-concussive hits to the head sustained over a period of years and is often found in football players. The condition is characterized by memory loss, impulsive/erratic behavior, impaired judgment, aggression, depression, and dementia. In many patients with CTE, it is anatomically characterized by brain atrophy, reduced mass of frontal and temporal cortices, and medial temporal lobe. TSOI has previously filed several patents in the area of CTE based on modulating the brain microenvironment to enhance receptivity of regenerative cells such as stem cells. On March 4, 2021 the Company received an IND Serial # 27377 for a clinical trial of 10 patients with CTE. In addition, the Company has filed data with the FDA, as part of IND #17448, which demonstrated that treatment of cancer patients with StemVacs resulted in enhanced activity of a type of immunological cell called “natural killer” cells, otherwise known as “NK cells.” The Company has also developed an allogenic version of StemVacs and has filed patents to cover activating universal donor immune system cells called dendritic cells in a manner so that upon injection they reprogram the body’s NK cells. Most recently the Company announced filing of a patent for a new hybrid cell created by the Company capable of training the immune system to kill blood vessels feeding cancer but sparing healthy blood vessels. These discoveries are an extension of previous findings from the Company showing that StemVacs is capable of suppressing new blood vessel production. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 Note 1 – Organization and Business Description (Continued) Management does not expect existing cash as of September 30, 2021 to be sufficient to fund the Company’s operations for at least twelve months from the issuance date of these financial statements. These financial statements have been prepared on a going concern basis which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2021, the Company has incurred losses totaling $12.6 million since inception, has not yet generated material revenue from operations, and will require additional funds to maintain its operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after the consolidated financial statements are issued. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through its existing financial resources and we may also raise additional capital through equity offerings, debt financings, collaborations and/or licensing arrangements. If adequate funds are not available on acceptable terms, we may be required to delay, reduce the scope of, or curtail, our operations. The accompanying consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of the Securities and Exchange Commission (SEC) Regulation S-X, and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 9, 2021. The accompanying unaudited condensed consolidated financial statements include the accounts of TSOI and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the balances and results for the interim period included herein. The results of operations for the nine months ended September 30, 2021 and 2020 are not necessarily indicative of the results to be expected for the full year or any future interim periods. The accompanying condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated balance sheet at December 31, 2020, contained in the above referenced Form 10-K. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, the Company applies the following methodology to recognize revenue: 1) Identify the contract with a customer. 2) Identify the performance obligations in the contract. 3) Determine the transaction price. 4) Allocate the transaction price to the performance obligations in the contract. 5) Recognize revenue when (or as) the entity satisfies a performance obligation. ASC 606 provides that sales revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company generally satisfies performance obligations upon shipment of the product or service to the customer. This is consistent with the time in which the customer obtains control of the product or service. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 Note 2 – Summary of Significant Accounting Policies (Continued) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Derivative Liabilities A derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities. As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2021 and 2020, as disclosed in Note 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on our consolidated statement of operations. We recorded derivative liabilities of $ 342,117 437,549 Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, prepaids, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of September 30, 2021, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations. The following is the change in derivative liabilities for the nine months ended September 30, 2021: Schedule of Change in Derivative Liability Balance, December 31, 2020 $ 437,549 Issuance of new derivative liabilities 831,309 Conversions to paid-in capital (302,365 ) Change in fair market value of derivative liabilities (624,376 ) Balance, September 30, 2021 $ 342,117 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 Note 2 – Summary of Significant Accounting Policies (Continued) Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Estimates were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could differ materially from those estimates. Net Income (Loss) Per Share Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. In periods in which a net loss is incurred, basic and diluted loss per share are the same, and additional potential common shares are excluded as their effect would be antidilutive. For the periods ended September 30, 2021 and 2020, a total of 243,468,125 47,358,833 Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is calculated using the straight-line method over the term of the agreement. Depreciation expense for the nine months ended September 30, 2021 and 2020 was $ 4,051 195 Intangible Assets Intangible assets consisted primarily of intellectual properties such as proprietary nutraceutical formulations. Intellectual assets are capitalized in accordance with ASC Topic 350 “Intangibles – Goodwill and Other.” Intangible assets with finite lives are amortized over their respective estimated lives and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Amortization expense for the nine months ended September 30, 2021 and 2020 was $ 4,943 4,943 Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Research and Development Research and Development costs are expensed as incurred. Research and Development expenses were $ 183,597 463,693 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 Note 2 – Summary of Significant Accounting Policies (Continued) Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes,” which codified SFAS 109, “Accounting for Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Stock-Based Compensation Compensation expense for stock issued to employees is determined as the fair value of consideration or services received or the fair value of the equity instruments issued, whichever is more reliably measured. The Financial Accounting Standards Board (FASB) issued ASU 2018-07 to expand the scope of Topic 718 to include share-based payments issued to nonemployees. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. The Company recorded a Right-of-use asset of $ 40,445 40,445 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which clarifies if an entity must determine whether a contract qualifies for a scope exception from derivative accounting. This guidance must be applied to freestanding financial instruments and embedded features that have all the characteristics of a derivative instrument and freestanding financial instruments that potentially are settled in an entity’s own stock, regardless of whether the instrument has all the characteristics of a derivative instrument. The analysis to determine whether a contract meets this scope exception includes two criteria: (1) the contract is indexed to an entity’s own stock and (2) the contract is equity classified. If both of those criteria are not met, the contract must be recognized as an asset or a liability. Under Section 815-40-25 on recognition, an entity must determine whether a contract meets specific conditions to be classified as equity (referred to as the settlement criterion). This guidance is effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Note 3 - Restricted Cash Included in cash and non-cash equivalents is a $ 10,000 0.6 This certificate matures on June 17, 2022 and is used as collateral for a Company credit card, pursuant to a security agreement dated June 20, 2011. |
Prepaid expense and other curre
Prepaid expense and other current assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expense and other current assets | Note 4 – Prepaid expense and other current assets Prepaid expenses and other current assets consist of the following: Schedule of Prepaid Expenses and Other Current Assets September 30, 2021 December 31, 2020 Prepaid consulting $ 299,396 $ 76,663 Insurance 1,553 665 Prepaid costs 1,118 - Employee advance 111 - Total $ 302,178 $ 77,328 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Fixed assets consisted of the following: Schedule of Fixed Assets September 30, 2021 December 31, 2020 Computer hardware $ 10,747 $ 10,747 Office furniture and equipment 3,639 3,639 Shipping and other equipment 7,023 7,023 Office trailer 18,842 - Vehicles 31,672 - Land 258,423 - Total 330,346 21,409 Accumulated depreciation (20,402 ) (16,350 ) Property and equipment, net $ 309,944 $ 5,059 Depreciation expense for the three months ended September 30, 2021 and 2020 was $ 1,331 65 4,051 195 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 6 – Other Assets Other assets consist of the following: Schedule of Other Assets September 30, 2021 December 31, 2020 Prepaid consulting $ 182,079 $ 39,914 Deposit 39,823 11,638 Licenses, net 135,427 140,370 Total $ 357,329 $ 191,922 Prepaid consulting agreements are for one to two years and are expensed monthly over the term of the agreement. The net licenses amount consists of the following: Schedule of Net Licenses September 30, 2021 December 31, 2020 License $ 153,552 $ 153,552 Accumulated amortization (18,125 ) (13,182 ) Licenses, net $ 135,427 $ 140,370 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 Amortization expense for the three months ended September 30, 2021 and 2020 was $ 1,648 1,648 4,943 4,943 |
Notes Payable-Related Party
Notes Payable-Related Party | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable-Related Party | Note 7 - Notes Payable-Related Party At September 30, 2021 and December 31, 2020, the Company has unsecured interest-bearing demand notes outstanding to certain officers and directors amounting to $ 960,030 944,098 19,435 20,398 251,000 0.004 0.005 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 8 – Convertible Notes Payable At various times during the nine months ended September 30, 2021, the Company entered into convertible promissory notes with principal amounts totaling $ 376,000 353,750 22,250 12 mature on dates ranging from January 25, 2022 to August 2, 2022 The convertible promissory notes are convertible to shares of the Company's common stock 180 days after issuance. The conversion price per share is equal to 61% of the average of the three (3) lowest trading prices of the Company's common stock during the fifteen (15) trading days immediately preceding the applicable conversion date. The trading price is defined within the agreement as the closing bid price on the applicable trading market. The Company has the option to prepay the convertible notes in the first 180 days from closing subject to prepayment penalties ranging from 120% to 145% of principal balance plus interest, depending upon the date of prepayment. The convertible promissory notes include various default provisions for which the default interest rate increases to 22% per annum with the outstanding principal and accrued interest increasing by 150% 243,468,125 Derivative liabilities These convertible promissory notes are convertible into a variable number of shares of common stock for which there is not a floor to the number of common stock we might be required to issue. Based on the requirements of ASC 815 Derivatives and Hedging, the conversion feature represented an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period. For the notes issued during the nine months ended September 30, 2021, the Company valued the conversion feature on the date of issuance resulting in an initial liability of $ 831,309 353,750 477,559 0.0039 0.0351 0.031 0.054 0 205 264 0.05 0.18 one year During the nine months ended September 30, 2021, convertible notes with principal and accrued interest balances totaling $ 303,159 10,499,263 302,365 0.02 0.035 0.035 0.057 0 215 251 0.06 0.09 0.48 0.50 On September 30, 2021, the derivative liabilities on the remaining convertible notes were revalued at $ 342,117 624,376 0.032 0.051 0 142 223 0.09 0.54 0.84 The Company amortizes the discounts over the term of the convertible promissory notes using the straight-line method which is similar to the effective interest method. During the nine months ended September 30, 2021 and 2020, the Company amortized $ 353,320 169,215 217,842 amortized through August 2022 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Equity | Note 9 – Equity Our authorized capital stock consists of an aggregate of 3,505,000,000 shares, comprised of 3,500,000,000 0.001 5,000,000 2,274,932,452 no In 2020, we issued 192,375,737 607,500 In 2020, we issued 173,500,000 669,750 In 2020, we issued 78,681,818 495,900 In 2020, we issued 174,556,025 703,152 In 2021, we issued 4,850,075 285,499 In 2021, we issued 8,500,000 271,400 In 2021, we issued 8,341,723 239,800 In 2021, we issued 10,499,263 303,539 In 2021, we issued 1,500,000 58,900 In 2021, we issued 7,500,000 447,250 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10– Subsequent Events On October 19, 2021, we issued 1,930,502 50,000 On October 20, 2021, we issued 2,333,658 59,975 On November 4, 2021, we issued 12,500,000 0.074 On November 12, 2021, we issued 2,500,000 0.0101 In accordance with ASC 855, the Company has analyzed its operations subsequent to September 30, 2021 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Effective May 1, 2017, the Company entered into a fourth amendment to a Lease Agreement for property located in Oceanside, CA. On March 1, 2020, the Company entered into a fifth amendment to the lease agreement for property located in Oceanside, CA. The amendment extends the expiration date to April 20, 2023 16,507 Future minimum lease payments as of September 30, 2021 are as follows: Schedule of Future Minimum Lease Payments For the year ending December 31, 2021 $ 6,261 2022 19,311 2023 8,612 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of the Securities and Exchange Commission (SEC) Regulation S-X, and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 9, 2021. The accompanying unaudited condensed consolidated financial statements include the accounts of TSOI and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the balances and results for the interim period included herein. The results of operations for the nine months ended September 30, 2021 and 2020 are not necessarily indicative of the results to be expected for the full year or any future interim periods. The accompanying condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated balance sheet at December 31, 2020, contained in the above referenced Form 10-K. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, the Company applies the following methodology to recognize revenue: 1) Identify the contract with a customer. 2) Identify the performance obligations in the contract. 3) Determine the transaction price. 4) Allocate the transaction price to the performance obligations in the contract. 5) Recognize revenue when (or as) the entity satisfies a performance obligation. ASC 606 provides that sales revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company generally satisfies performance obligations upon shipment of the product or service to the customer. This is consistent with the time in which the customer obtains control of the product or service. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 Note 2 – Summary of Significant Accounting Policies (Continued) |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Derivative Liabilities | Derivative Liabilities A derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities. As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2021 and 2020, as disclosed in Note 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on our consolidated statement of operations. We recorded derivative liabilities of $ 342,117 437,549 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, prepaids, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of September 30, 2021, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations. The following is the change in derivative liabilities for the nine months ended September 30, 2021: Schedule of Change in Derivative Liability Balance, December 31, 2020 $ 437,549 Issuance of new derivative liabilities 831,309 Conversions to paid-in capital (302,365 ) Change in fair market value of derivative liabilities (624,376 ) Balance, September 30, 2021 $ 342,117 |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Estimates were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could differ materially from those estimates. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. In periods in which a net loss is incurred, basic and diluted loss per share are the same, and additional potential common shares are excluded as their effect would be antidilutive. For the periods ended September 30, 2021 and 2020, a total of 243,468,125 47,358,833 |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is calculated using the straight-line method over the term of the agreement. Depreciation expense for the nine months ended September 30, 2021 and 2020 was $ 4,051 195 |
Intangible Assets | Intangible Assets Intangible assets consisted primarily of intellectual properties such as proprietary nutraceutical formulations. Intellectual assets are capitalized in accordance with ASC Topic 350 “Intangibles – Goodwill and Other.” Intangible assets with finite lives are amortized over their respective estimated lives and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Amortization expense for the nine months ended September 30, 2021 and 2020 was $ 4,943 4,943 |
Long-lived Assets | Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. |
Research and Development | Research and Development Research and Development costs are expensed as incurred. Research and Development expenses were $ 183,597 463,693 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes,” which codified SFAS 109, “Accounting for Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for stock issued to employees is determined as the fair value of consideration or services received or the fair value of the equity instruments issued, whichever is more reliably measured. The Financial Accounting Standards Board (FASB) issued ASU 2018-07 to expand the scope of Topic 718 to include share-based payments issued to nonemployees. |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. The Company recorded a Right-of-use asset of $ 40,445 40,445 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which clarifies if an entity must determine whether a contract qualifies for a scope exception from derivative accounting. This guidance must be applied to freestanding financial instruments and embedded features that have all the characteristics of a derivative instrument and freestanding financial instruments that potentially are settled in an entity’s own stock, regardless of whether the instrument has all the characteristics of a derivative instrument. The analysis to determine whether a contract meets this scope exception includes two criteria: (1) the contract is indexed to an entity’s own stock and (2) the contract is equity classified. If both of those criteria are not met, the contract must be recognized as an asset or a liability. Under Section 815-40-25 on recognition, an entity must determine whether a contract meets specific conditions to be classified as equity (referred to as the settlement criterion). This guidance is effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Change in Derivative Liability | The following is the change in derivative liabilities for the nine months ended September 30, 2021: Schedule of Change in Derivative Liability Balance, December 31, 2020 $ 437,549 Issuance of new derivative liabilities 831,309 Conversions to paid-in capital (302,365 ) Change in fair market value of derivative liabilities (624,376 ) Balance, September 30, 2021 $ 342,117 |
Prepaid expense and other cur_2
Prepaid expense and other current assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: Schedule of Prepaid Expenses and Other Current Assets September 30, 2021 December 31, 2020 Prepaid consulting $ 299,396 $ 76,663 Insurance 1,553 665 Prepaid costs 1,118 - Employee advance 111 - Total $ 302,178 $ 77,328 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consisted of the following: Schedule of Fixed Assets September 30, 2021 December 31, 2020 Computer hardware $ 10,747 $ 10,747 Office furniture and equipment 3,639 3,639 Shipping and other equipment 7,023 7,023 Office trailer 18,842 - Vehicles 31,672 - Land 258,423 - Total 330,346 21,409 Accumulated depreciation (20,402 ) (16,350 ) Property and equipment, net $ 309,944 $ 5,059 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consist of the following: Schedule of Other Assets September 30, 2021 December 31, 2020 Prepaid consulting $ 182,079 $ 39,914 Deposit 39,823 11,638 Licenses, net 135,427 140,370 Total $ 357,329 $ 191,922 |
Schedule of Net Licenses | Prepaid consulting agreements are for one to two years and are expensed monthly over the term of the agreement. The net licenses amount consists of the following: Schedule of Net Licenses September 30, 2021 December 31, 2020 License $ 153,552 $ 153,552 Accumulated amortization (18,125 ) (13,182 ) Licenses, net $ 135,427 $ 140,370 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of September 30, 2021 are as follows: Schedule of Future Minimum Lease Payments For the year ending December 31, 2021 $ 6,261 2022 19,311 2023 8,612 |
Organization and Business Des_2
Organization and Business Description (Details Narrative) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity incorporation date | Aug. 6, 2007 |
Schedule of Change in Derivativ
Schedule of Change in Derivative Liability (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
Balance, December 31, 2020 | $ 437,549 |
Issuance of new derivative liabilities | 831,309 |
Conversions to paid-in capital | (302,365) |
Change in fair market value of derivative liabilities | (624,376) |
Balance, September 30, 2021 | $ 342,117 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Derivative liabilities | $ 342,117 | $ 342,117 | $ 437,549 | ||
Antidilutive securities excluded from computation of earnings per share, amount | 243,468,125 | 47,358,833 | |||
Depreciation | 1,331 | $ 65 | $ 4,051 | $ 195 | |
Amortization expense | 4,943 | 4,943 | |||
Research and development costs | 31,815 | $ 133,921 | 183,597 | $ 463,693 | |
Right-of-use asset | 40,445 | 40,445 | $ 58,976 | ||
Lease liability | $ 40,445 | $ 40,445 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash and Cash Equivalents [Abstract] | |
Restricted cash and non-cash equivalents | $ 10,000 |
Annual interest rate | 0.60% |
Restricted cash description | This certificate matures on June 17, 2022 and is used as collateral for a Company credit card, pursuant to a security agreement dated June 20, 2011. |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid consulting | $ 299,396 | $ 76,663 |
Insurance | 1,553 | 665 |
Prepaid costs | 1,118 | |
Employee advance | 111 | |
Total | $ 302,178 | $ 77,328 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 330,346 | $ 21,409 |
Accumulated depreciation | (20,402) | (16,350) |
Property and equipment, net | 309,944 | 5,059 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 10,747 | 10,747 |
Office Furniture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 3,639 | 3,639 |
Shipping And Other Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 7,023 | 7,023 |
Office Trailer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 18,842 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 31,672 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 258,423 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 1,331 | $ 65 | $ 4,051 | $ 195 |
Schedule of Other Assets (Detai
Schedule of Other Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid consulting | $ 182,079 | $ 39,914 |
Deposit | 39,823 | 11,638 |
Licenses, net | 135,427 | 140,370 |
Total | $ 357,329 | $ 191,922 |
Schedule of Net Licenses (Detai
Schedule of Net Licenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
License | $ 153,552 | $ 153,552 |
Accumulated amortization | (18,125) | (13,182) |
Licenses, net | $ 135,427 | $ 140,370 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1,648 | $ 1,648 | $ 4,943 | $ 4,943 |
Notes Payable-Related Party (De
Notes Payable-Related Party (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | |||
Notes payable related party | $ 960,030 | $ 944,098 | |
Interest accrued on notes | 19,435 | $ 20,398 | |
Debt conversion amount | $ 251,000 | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt conversion price | $ 0.004 | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt conversion price | $ 0.005 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |||||
Debt principal amount | $ 376,000 | $ 376,000 | |||
Proceeds from convertible debt | 353,750 | $ 95,000 | |||
Derivative issuance liability | 831,309 | ||||
Additional paid in capital on convertible debt features | 302,365 | ||||
Derivative liabilities | 342,117 | 342,117 | $ 437,549 | ||
Interest expenses | 121,414 | $ 47,561 | 399,425 | 203,683 | |
Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt discount | $ 217,842 | $ 217,842 | |||
Debt maturity date description | amortized through August 2022 | ||||
Interest expenses | $ 353,320 | $ 169,215 | |||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 0.0005 | 0.0005 | |||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 0.0018 | 0.0018 | |||
Measurement Input, Expected Term [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input term | 1 year | ||||
Derivative [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from derivative liabilities | $ 353,750 | ||||
Loss on derivative liability | $ 477,559 | ||||
Derivative [Member] | Measurement Input, Conversion Price [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 0.0039 | 0.0039 | |||
Derivative [Member] | Measurement Input, Conversion Price [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 0.0351 | 0.0351 | |||
Derivative [Member] | Measurement Input, Share Price [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 0.031 | 0.031 | |||
Derivative [Member] | Measurement Input, Share Price [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 0.054 | 0.054 | |||
Derivative [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 0 | 0 | |||
Derivative [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 2.05 | 2.05 | |||
Derivative [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 2.64 | 2.64 | |||
Convertible Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from convertible debt | $ 353,750 | ||||
Debt discount | $ 22,250 | $ 22,250 | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||
Debt maturity date description | mature on dates ranging from January 25, 2022 to August 2, 2022 | ||||
Debt conversion description | The convertible promissory notes are convertible to shares of the Company's common stock 180 days after issuance. The conversion price per share is equal to 61% of the average of the three (3) lowest trading prices of the Company's common stock during the fifteen (15) trading days immediately preceding the applicable conversion date. The trading price is defined within the agreement as the closing bid price on the applicable trading market. The Company has the option to prepay the convertible notes in the first 180 days from closing subject to prepayment penalties ranging from 120% to 145% of principal balance plus interest, depending upon the date of prepayment. The convertible promissory notes include various default provisions for which the default interest rate increases to 22% per annum with the outstanding principal and accrued interest increasing by 150% | ||||
Common shares reserve | shares | 243,468,125 | ||||
Convertible Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt periodic payment | $ 303,159 | ||||
Debt conversion of convertible shares | shares | 10,499,263 | ||||
Convertible Notes Payable [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 0.0006 | 0.0006 | |||
Convertible Notes Payable [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 0.0009 | 0.0009 | |||
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Conversion Price [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 0.02 | 0.02 | |||
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Conversion Price [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 0.035 | 0.035 | |||
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Share Price [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 0.035 | 0.035 | |||
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Share Price [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 0.057 | 0.057 | |||
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 0 | 0 | |||
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 2.15 | 2.15 | |||
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 2.51 | 2.51 | |||
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input term | 5 months 23 days | ||||
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input term | 6 months | ||||
Remaining Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liabilities | $ 342,117 | $ 342,117 | |||
Remaining Convertible Notes [Member] | Convertible Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Gain on derivative liabilities | $ 624,376 | ||||
Remaining Convertible Notes [Member] | Measurement Input, Share Price [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 0.051 | 0.051 | |||
Remaining Convertible Notes [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 0 | 0 | |||
Remaining Convertible Notes [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 1.42 | 1.42 | |||
Remaining Convertible Notes [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 2.23 | 2.23 | |||
Remaining Convertible Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | 0.0009 | 0.0009 | |||
Remaining Convertible Notes [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input term | 6 months 14 days | ||||
Remaining Convertible Notes [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input term | 10 months 2 days | ||||
Remaining Convertible Notes [Member] | Measurement Input, Exercise Price [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative liability, measurement input | $ / shares | 0.032 | 0.032 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 | 3,500,000,000 | ||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Common stock, shares issued | 2,274,932,452 | 2,274,932,452 | 2,233,741,391 | ||
Common stock, shares outstanding | 2,274,932,452 | 2,274,932,452 | 2,233,741,391 | ||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock issued for cash | $ 60,000 | $ 550,500 | $ 285,499 | $ 630,699 | |
Common stock issued for cash for purchase of assets, shares | 1,500,000 | ||||
Common stock issued for cash for purchase of assets | 35,700 | $ 58,900 | |||
Common stock issued for prepaid fees | $ 347,950 | $ 547,450 | |||
Convertible Notes Payable [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock issued for cash, shares | 10,499,263 | 174,556,025 | |||
Common stock issued for cash | $ 303,539 | $ 703,152 | |||
Salaries [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock issued for cash, shares | 8,341,723 | 78,681,818 | |||
Common stock issued for cash | $ 239,800 | $ 495,900 | |||
Prepaid Fees [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock issued for cash, shares | 7,500,000 | ||||
Common stock issued for prepaid fees | $ 447,250 | ||||
Consulting Services [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock issued for cash, shares | 8,500,000 | 173,500,000 | |||
Common stock issued for cash | $ 271,400 | $ 669,750 | |||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock issued for cash, shares | 4,850,075 | 192,375,737 | |||
Common stock issued for cash | $ 285,499 | $ 607,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 12, 2021 | Nov. 04, 2021 | Oct. 20, 2021 | Oct. 19, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Subsequent Event [Line Items] | ||||||||
Number of shares issued for partial conversion of convertible note, value | $ 56,710 | $ 34,980 | $ 303,159 | $ 187,621 | ||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued for partial conversion of convertible note | 2,333,658 | 1,930,502 | ||||||
Number of shares issued for partial conversion of convertible note, value | $ 59,975 | $ 50,000 | ||||||
Number of shares issued for consulting service | 2,500,000 | 12,500,000 | ||||||
Share issued price per share | $ 0.0101 | $ 0.074 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 6,261 |
2022 | 19,311 |
2023 | $ 8,612 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Description | The amendment extends the expiration date to April 20, 2023 with escalating monthly payments ranging from $2,024 to $2,153. The lease consists of approximately 1,700 square feet |
Lease Expiration Date | Apr. 20, 2023 |
Rental expense | $ 16,507 |