Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 18, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 0-53497 | ||
Entity Registrant Name | VIVOS INC | ||
Entity Central Index Key | 0001449349 | ||
Entity Tax Identification Number | 80-0138937 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 719 Jadwin Avenue | ||
Entity Address, City or Town | Richland | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 99352 | ||
City Area Code | (509) | ||
Local Phone Number | 736-4000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 36,693,047 | ||
Entity Common Stock, Shares Outstanding | 389,894,033 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 5525 | ||
Auditor Name | Fruci & Associates II, PLLC | ||
Auditor Location | Spokane, Washington |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 1,592,287 | $ 1,706,065 |
Accounts receivable | 7,000 | 11,000 |
Prepaid expense | 10,837 | 25,671 |
Total Current Assets | 1,610,124 | 1,742,736 |
TOTAL ASSETS | 1,610,124 | 1,742,736 |
Current Liabilities: | ||
Accounts payable and accrued expense | 245,004 | 81,692 |
Total Current Liabilities | 245,004 | 81,692 |
Total Liabilities | 245,004 | 81,692 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, par value, $0.001, 950,000,000 shares authorized, 387,894,033 and 362,541,528 issued and outstanding, respectively | 387,894 | 362,541 |
Additional paid in capital - common stock | 73,791,430 | 71,217,954 |
Accumulated deficit | (82,450,781) | (79,556,028) |
Total Stockholders’ Equity | 1,365,120 | 1,661,044 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 1,610,124 | 1,742,736 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | 2,071 | 2,071 |
Additional paid in capital | 8,842,458 | 8,842,458 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | 200 | 200 |
Additional paid in capital | 290,956 | 290,956 |
Series C Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | 385 | 385 |
Additional paid in capital | $ 500,507 | $ 500,507 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, shares issued | 387,894,033 | 362,541,528 |
Common stock, shares outstanding | 387,894,033 | 362,541,528 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,071,007 | 2,071,007 |
Preferred stock, shares outstanding | 2,071,007 | 2,071,007 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 200,363 | 200,363 |
Preferred stock, shares outstanding | 200,363 | 200,363 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 385,302 | 385,302 |
Preferred stock, shares outstanding | 385,302 | 385,302 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues, net | $ 19,500 | $ 36,499 |
Cost of Goods Sold | (25,536) | (28,779) |
Gross (loss) profit | (6,036) | 7,720 |
OPERATING EXPENSE | ||
Professional fees, including stock-based compensation | 1,606,923 | 1,755,316 |
Payroll expense | 281,716 | 275,240 |
Research and development expense | 732,698 | 343,802 |
General and administrative expense | 165,773 | 151,111 |
Total Operating Expenses | 2,787,110 | 2,525,469 |
OPERATING LOSS | (2,793,146) | (2,517,749) |
NON-OPERATING INCOME (EXPENSE) | ||
Interest income | 49,577 | |
Loss on issuance of shares | (151,184) | |
Gain on debt extinguishment | 47,588 | |
Total Non-Operating Income (Expense) | (101,607) | 47,588 |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (2,894,753) | (2,470,161) |
Provision for income taxes | ||
NET LOSS | $ (2,894,753) | $ (2,470,161) |
Net loss per share - basic | $ (0.01) | $ (0.01) |
Net loss per share - diluted | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding - basic | 368,805,214 | 351,425,912 |
Weighted average common shares outstanding - diluted | 368,805,214 | 351,425,912 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Additional Paid-In Capital - Series A Preferred [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Additional Paid-In Capital - Series B Preferred [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Preferred Stock [Member] Additional Paid-In Capital - Series C Preferred [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 2,071 | $ 8,842,458 | $ 200 | $ 290,956 | $ 385 | $ 500,507 | $ 343,531 | $ 68,573,142 | $ (77,085,867) | $ 1,467,383 |
Balance, shares at Dec. 31, 2021 | 2,071,007 | 200,363 | 385,302 | 343,530,678 | ||||||
Cash | $ 15,000 | 1,185,000 | 1,200,000 | |||||||
Cash, shares | 15,000,000 | |||||||||
Accounts payable | $ 984 | 48,258 | 49,242 | |||||||
Accounts payable, shares | 984,840 | |||||||||
RSUs | ||||||||||
RSUs, shares | ||||||||||
Fractional adjustment | ||||||||||
Fractional adjustment, shares | (90) | |||||||||
Services | $ 76 | 4,804 | 4,880 | |||||||
Services, shares | 76,250 | |||||||||
Warrant exercises and exchanges | $ 2,950 | (2,950) | ||||||||
Warrant exercises and exchanges, shares | 2,949,850 | |||||||||
Warrants purchased for cash | 20,000 | 20,000 | ||||||||
RSUs granted to consultants that have vested | 1,389,700 | 1,389,700 | ||||||||
Net loss for the year | (2,470,161) | (2,470,161) | ||||||||
Balance at Dec. 31, 2022 | $ 2,071 | 8,842,458 | $ 200 | 290,956 | $ 385 | 500,507 | $ 362,541 | 71,217,954 | (79,556,028) | 1,661,044 |
Balance, shares at Dec. 31, 2022 | 2,071,007 | 200,363 | 385,302 | 362,541,528 | ||||||
Cash | $ 16,132 | 1,144,316 | 1,160,448 | |||||||
Cash, shares | 16,132,000 | |||||||||
Accounts payable | $ 500 | 27,950 | 28,450 | |||||||
Accounts payable, shares | 500,000 | |||||||||
RSUs | $ 4,000 | (4,000) | ||||||||
RSUs, shares | 4,000,000 | |||||||||
Warrant exercises and exchanges | $ 4,721 | 146,463 | 151,184 | |||||||
Warrant exercises and exchanges, shares | 4,720,505 | |||||||||
Warrants purchased for cash | 18,797 | 18,797 | ||||||||
RSUs granted to consultants that have vested | 1,239,950 | 1,239,950 | ||||||||
Net loss for the year | (2,894,753) | (2,894,753) | ||||||||
Balance at Dec. 31, 2023 | $ 2,071 | $ 8,842,458 | $ 200 | $ 290,956 | $ 385 | $ 500,507 | $ 387,894 | $ 73,791,430 | $ (82,450,781) | $ 1,365,120 |
Balance, shares at Dec. 31, 2023 | 2,071,007 | 200,363 | 385,302 | 387,894,033 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOW FROM OPERTING ACTIVIITES | ||
Net loss | $ (2,894,753) | $ (2,470,161) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Common stock, stock options and warrants for services | 4,880 | |
RSUs issued for services | 1,239,950 | 1,389,700 |
Loss on issuance of shares | 151,184 | |
(Gain) on conversion of debt | (47,588) | |
Changes in assets and liabilities | ||
Accounts receivable | 4,000 | (11,000) |
Prepaid expense and other assets | 14,834 | 2,504 |
Accounts payable and accrued expense | 191,762 | 11,607 |
Total adjustments | 1,601,730 | 1,350,103 |
Net cash used in operating activities | (1,293,023) | (1,120,058) |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Proceeds from common stock and warrants | 1,179,245 | 1,220,000 |
Net cash provided by financing activities | 1,179,245 | 1,220,000 |
NET (DECREASE) INCREASE IN CASH | (113,778) | 99,942 |
CASH - BEGINNING OF YEAR | 1,706,065 | 1,606,123 |
CASH - END OF YEAR | 1,592,287 | 1,706,065 |
CASH PAID DURING THE PERIOD FOR: | ||
Interest expense | ||
Income taxes | ||
SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued in cashless exercise of warrants | 4,721 | 2,950 |
RSUs vested into common stock | 4,000 | |
Accounts payable converted into shares of common stock | $ 28,450 | $ 49,242 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (2,894,753) | $ (2,470,161) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business Overview The Company was incorporated under the laws of Delaware on December 23, 1994 as Savage Mountain Sports Corporation (“ SMSC 950,000,000 0.001 20,000,000 0.001 Our principal place of business is located at 719 Jadwin Avenue, Richland, WA 99352. Our telephone number is (509) 736-4000. Our corporate website address is http://www.radiogel.com. Our common stock is currently quoted on the OTC Pink Marketplace under the symbol “RDGL.” The Company is a radiation oncology medical device company engaged in the development of its yttrium-90 (“ Y-90 ™ In January 2018, the Center for Veterinary Medicine Product Classification Group ruled that RadioGel ™ FDA ® Based on the FDA’s recommendation, RadioGel ™ ® ® ® ™ ® ™ ® ™” ® ® IsoPet Solutions The Company’s IsoPet ® ® ® The dogs were treated for canine soft tissue sarcoma. Response evaluation criteria in solid tumors (“ RECIST EORTC The testing at the University of Missouri met its objective to demonstrate the safety of IsoPet ® ® The effectiveness of IsoPet ® ® The Company anticipates that future profits, if any, will be derived from direct sales of RadioGel ™ ® USA U.S. ® GAAP Commencing in July 2019, the Company recognized its first commercial sale of IsoPet ® FASB ASC ASC 606 ® Our plan is to incorporate the data assembled from our work with Isopet ® ™ ™ ™ ™ Recently the Company modified its Indication for Use from skin cancel to cancerous tissue or solid tumors pathologically associated with locoregional papillary thyroid carcinoma and recurrent papillary thyroid carcinoma having discernable tumors associated with metastatic lymph nodes or extranodal disease in patients who are not surgical candidates or who have declined surgery, or patients who require post-surgical remnant ablation (for example, after prior incomplete radioiodine therapy). Papillary thyroid carcinoma belongs to the general class of head and neck tumors for which tumors are accessible by intraoperative direct needle injection. The Company’s Medical Advisory Board felt that demonstrating efficacy in clinical trials was much easier with this new indication. Intellectual Property Our original license with Battelle National Laboratory (the “ Battelle License Our RadioGel TM TM ® . We have filed for trademark protection for the term Precision Radionuclide Therapy TM. The Company received the Patent Cooperation Treaty (“ PCT ® Our patent team filed our particle patent in more than ten patent offices that collectively cover 63 countries throughout the world. We filed a continuation-in-part applications number 1774054 in the USA to expand the claims on our particle patent. The U.S. Patent office recently gave us the Notice of Allowance for our patent to produce our yttrium phosphate microparticles, U.S. Patent Application Serial No: 16-459,466. We also filed an amendment to correct the wording on our claims at make them consistent with the USE claims. Ref: 4207-0005; European Patent Application NO. 20 834 229.5; VIVOS INC; Our Ref: FS/53791. We filed a hydrogel utility patent in the USA (16309:17/943,311) and internationally (16389:PCT/US22/4374) based on the last 18 months of development work to optimize our hydrogel component. These include reducing the polymer production time and increasing the output by a factor of three. We have also further reduced the level of trace contaminants to be well below the FDA guidelines. We filed a provisional patent (Serial Number 63436562) to protect our innovative improvements in our shipping container, our vial shield, our syringe shield, and our Peltier chiller. Our objectives were to reduce shipping costs, decrease radiation exposure, and enhance sterility. These devices will be preferentially used at Mayo Clinics for human clinical studies at and our IsoPet regional treatment centers. The Company filed a utility patent in Q4 2023 for this therapy support equipment. We anticipate that Precision Radionuclide Therapy will become increasingly important in the future and expand to other isotope and other indications for use. Therefore, we filed an alternate particle utility patent (Serial number 18/152,137). We will focus our near-term effort on the Y-90 therapy, which we believe is the best beta emitter; however, we leveraged our hydrogel utility patent to incorporate other promising isotopes and compounds for a range of future applications. This includes gamma and alpha particle emitters. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered recurring losses and used significant cash in support of its operating activities and the Company’s cash position is not sufficient to support the Company’s operations. Research and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities as well as a series of grants. The Company requires funding of approximately $ 2.5 The Company completed its reverse stock split which was approved by FINRA and went effective on June 28, 2019. The Company’s stock offering under Regulation A+ was qualified by the Securities and Exchange Commission (“ SEC Offering Statement 50,000,000 shares at a price of $ 0.10 per share, for a maximum offering of $ 5,000,000 (the “ Regulation A+ Offering 1,200,000 at $ 0.08 per share ( 15,000,000 shares) and sold 20,000,000 warrants for $ 20,000 . An amendment to the Offering Statement was filed and qualified in October 2022, to raise the remaining $ 3,800,000 of the original offering amount of $ 5,000,000 at a price of $ 0.08 3,200,000 0.064 1,179,245 was raised through the issuance of 16,132,000 shares of common stock and warrants to purchase 18,797,000 shares of common stock. The Company’s offerings undertaken pursuant to Regulation A+ have raised approximately $ 6,000,000 For the animal therapy market: ● Fund the effort to communicate the benefits of IsoPet® to the veterinary community and the pet parents. ● Conduct additional clinical studies to generate more data for the veterinary community ● Subsidize some IsoPet ® ● Assist new regional clinics with their license and certification training. For the human market: ● Enhance the pedigree of the Quality Management System. ● Complete the previously defined pre-clinical testing and additional testing on an animal model closely aligned with our revised indication for use. Report the results to the FDA in a pre-submission meeting. ● Use the feedback from that meeting to write the (Investigational Device Exemption (“ IDE Research and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities. The Company may require additional funding of approximately $ 5 Over the next 12 to 48 months, the Company believes it will cost approximately $9 million to: (1) fund the FDA approval process to conduct human clinical trials; (2) conduct Phase I, pilot, and clinical trials; (3) activate several regional clinics to administer IsoPet ® The continued deployment of the brachytherapy products and a worldwide regulatory approval effort will require additional resources and personnel. The principal variables in the timing and amount of spending for the brachytherapy products in the next 12 to 24 months will be the FDA’s classification of the Company’s brachytherapy products as Class II or Class III devices (or otherwise), and any requirements for additional studies (which may possibly include clinical studies). Thereafter, the principal variables in the amount of the Company’s spending and its financing requirements would be: (1) the timing of any approvals; (2) the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution and licensing of those products; and (3) the products’ success in the U.S. and elsewhere. The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements, as well as proceeds to be raised from the Regulation A+ Offering. Following receipt of required regulatory approvals and necessary financing to fund our working capital requirements, the Company intends to outsource material aspects of manufacturing, distribution, sales and marketing for operations within the U.S.. Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships to facilitate its global commercialization strategy. Long-term, the Company intends to consider resuming research efforts with respect to other products and technologies intended to help improve the diagnosis and treatment of cancer and other illnesses. These long-term goals are subject to the Company: (1) receiving adequate funding; (2) receiving regulatory approval for RadioGel TM Based on the Company’s financial history since inception, the Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. The Company has limited revenue, nominal cash, and has accumulated deficits since inception. If the Company cannot obtain sufficient additional capital, the Company will be required to delay the implementation of its business strategy and may not be able to continue operations. The Company’s headquarters are in Northeast Washington however there focus of the animal therapy market has been the Northwestern sector of the United States. The Company continues their marketing to the animal therapy market and attempt to increase the exposure to their product and generate revenue accordingly. As of December 31, 2023, the Company has $ 1,592,287 There is no guarantee that the Company will be able to raise additional funds or to do so at an advantageous price. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to seek additional funding to maintain its operations through debt and equity financing and to improve operating performance through a focus on strategic products and increased efficiencies in business processes and improvements to the cost structure. There is no assurance that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates the Company considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets. Actual results could differ from those estimates. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these financial statements so as to conform to current period classifications. Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. Fair Value of Financial Instruments Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2023 and 2022, the balances reported for cash, prepaid expenses, accounts receivable, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820- Fair Value Measurement, established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company measures certain financial instruments including options and warrants issued during the period at fair value on a recurring basis. Patents and Intellectual Property While patents are being developed or pending, they are not being amortized. Management has determined that the economic life of the patents to be ten years and amortization, over such 10 The Company evaluates the recoverability of intangible assets, including patents and intellectual property on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows. There have been no such capitalized costs in the years ended December 31, 2023 and 2022, respectively. However, a patent was filed on July 1, 2019 (No. 1811.191) by Michael Korenko and David Swanberg and assigned to the Company based on the Company’s proprietary particle manufacturing process. The timing of this filing was important given the Company’s plans to make IsoPet ® Revenue Recognition In May 2014, the FASB issued Accounting Standard Update (“ ASU Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The Company recognized revenue as they (i) identified the contracts with each customer; (ii) identified the performance obligation in each contract; (iii) determined the transaction price in each contract; (iv) were able to allocate the transaction price to the performance obligations in the contract; and (v) recognized revenue upon the satisfaction of the performance obligation. Upon the sales of the product to complete the procedures on the animals, the Company recognized revenue as that was considered the performance obligation. All revenue recognized in the years ended December 31, 2023 and 2022 relate to the procedures performed with respect to the IsoPet ® Loss Per Share The Company accounts for its loss per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings per share. Basic loss per share is computed by dividing loss available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive common stock equivalents since the impact would be anti-dilutive. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. For the given periods of loss, of the periods ended in the years ended December 31, 2023 and 2022, the basic earnings per share equals the diluted earnings per share. The following represent common stock equivalents that could be dilutive in the future as of December 31, 2023 and 2022, which include the following: SCHEDULE OF DILUTIVE EARNINGS PER SHARE December 31, 2023 December 31, 2022 Preferred stock 9,909,570 9,909,570 Restricted stock units 1,450,000 25,362,500 Common stock options 2,252,809 2,252,809 Common stock warrants 26,134,000 26,737,500 Total potential dilutive securities 39,746,379 64,762,379 Research and Development Costs Research and developments costs, including salaries, research materials, administrative costs and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets and not treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year computed. The Company incurred $ 732,698 343,802 Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. During the years ended December 31, 2023 and 2022, the Company incurred nominal advertising and marketing costs. Contingencies In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships, product liability claims, patent rights, and a variety of other matters. The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimated probable losses require analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. The Company has entered into various agreements that require them to pay certain fees to consultants and/or employees that have been fully accrued for as of December 31, 2023 and 2022. Income Taxes To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the years ended December 31, 2023 and 2022. The Company did not have any deferred tax liability or asset on its balance sheets on December 31, 2023 and 2022. Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Company’s financial statements. For the years ended December 31, 2023 and 2022, the Company did not recognize any interest or penalty expense related to income taxes. The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months. Stock-Based Compensation The Company recognizes compensation costs under FASB ASC Topic 718, Compensation – Stock Compensation and ASU 2018-07. Companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. Recent Accounting Pronouncements The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 2: RELATED PARTY TRANSACTIONS Preferred and Common Shares Issued to Officers and Directors In March 2022, the Chief Executive Officer exercised 75,000 22,266 76,250 4,880 In September 2023, the CEO advanced $ 10,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 3: STOCKHOLDERS’ EQUITY Common Stock The Company has 950,000,000 0.001 387,894,033 362,541,528 Preferred Stock As of December 31, 2023 and 2022, the Company has 20,000,000 0.001 On October 8, 2018 the Company created out of the shares of Preferred Stock, par value $ 0.001 On March 27, 2019 the Company created out of the shares of Preferred Stock, par value $ 0.001 5,000,000 Series A Convertible Preferred Stock (“Series A Convertible Preferred”) In June 2015, the Series A Certificate of Designation was filed with the Delaware Secretary of State to designate 2.5 2,500,000 5,000,000 Liquidation Preference 5.00 Dividends Conversion Series A Conversion Shares 4.00 In the event the Company completes an equity or equity-based public offering, registered with the SEC, resulting in gross proceeds to the Company totaling at least $ 5.0 Redemption Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Convertible Preferred in cash at a price per share of Series A Convertible Preferred equal to 100 Voting Rights Holders of Series A Convertible Preferred are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of five votes for every Series A Conversion Share issuable upon conversion of such holder’s outstanding shares of Series A Convertible Preferred. However, the Series A Conversion Shares, when issued, will have all the same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible Preferred Liquidation Liquidation Certain Price and Share Adjustments (a) Stock Dividends and Stock Splits (b) Merger or Reorganization Series B Convertible Preferred Stock (“Series B Convertible Preferred”) In October 2018, the Series B Certificate of Designation was filed with the Delaware Secretary of State to designate 5.0 Liquidation Preference 1.00 Dividends Conversion Series B Conversion Shares 0.08 Redemption Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Convertible Preferred in cash at a price per share of Series B Convertible Preferred equal to 100 Voting Rights Holders of Series B Convertible Preferred are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of two votes for every Series B Conversion Share issuable upon conversion of such holder’s outstanding shares of Series B Convertible Preferred. However, the Series B Conversion Shares, when issued, will have all the same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible Preferred Liquidation Liquidation Certain Price and Share Adjustments (a) Stock Dividends and Stock Splits (b) Merger or Reorganization Series C Convertible Preferred Stock (“Series C Convertible Preferred”) In March 2019, the Series C Certificate of Designation was filed with the Delaware Secretary of State to designate 5.0 million shares of our preferred stock as Series C Convertible Preferred. The following summarizes the current rights and preferences of the Series C Convertible Preferred: Liquidation Preference 1.00 Dividends Conversion Series C Conversion Shares 0.08 The Series C Convertible Preferred will only be convertible at any time after the date that the Company shall have amended its Certificate of Incorporation to increase the number of shares of common stock authorized for issuance thereunder or effect a reverse stock split of the outstanding shares of common stock by a sufficient amount to permit the conversion of all Series C Convertible Preferred into shares of common stock (“ Authorized Share Approval Initial Convertibility Date Conversion Rights Redemption Subject to certain conditions set forth in the Series C Certificate of Designation, in the event of a Change of Control (defined in the Series C Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series C Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series C Convertible Preferred in cash at a price per share of Series C Convertible Preferred equal to 100 Voting Rights Liquidation Liquidation Certain Price and Share Adjustments ( a) Stock Dividends and Stock Splits (b) Merger or Reorganization Common and Preferred Stock Issuances – 2023 In April 2023, the Company issued 8,000,000 2,665,000 8,000,000 640,000 10,665 In October 2023, the Company issued 2,221,505 2,132,000 In December 2023, the Company issued: (1) 500,000 28,450 8,132,000 8,132,000 528,580 2,499,000 4,998,000 10,002,000 4,000,000 4,00,000 151,184 Common and Preferred Stock Issuances - 2022 In March 2022, the Company issued 299,577 shares of common stock in the cashless exercise of warrants to purchase 825,000 76,250 shares of common stock to its Chief Executive Officer for services rendered valued at $ 4,880 . In June 2022, there was a fractional adjustment recorded for 90 shares of common stock. On July 7, 2022, the Company sold 15,000,000 1,200,000 20,000,000 20,000 In September 2022, the Company issued 984,840 49,242 |
COMMON STOCK OPTIONS, WARRANTS
COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | NOTE 4: COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS Common Stock Options The Company recognizes in the financial statements compensation related to all stock-based awards, including stock options and warrants, based on their estimated grant-date fair value. The Company has estimated expected forfeitures and is recognizing compensation expense only for those awards expected to vest. All compensation is recognized by the time the award vests. The following schedule summarizes the changes in the Company’s stock options: SCHEDULE OF CHANGES IN STOCK OPTION Weighted Weighted Options Outstanding Average Average Number Of Shares Exercise Price Per Share Remaining Aggregate Exercise Balance at December 31, 2021 2,252,809 $ 0.024 0.04 7.70 $ 83,992 $ 0.04 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired/canceled - $ - - $ - Balance at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Exercisable at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Balance at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired/canceled - $ - - $ - Balance at December 31, 2023 2,252,809 $ 0.024 0.04 5.70 $ 78,886 $ 0.04 Exercisable at December 31, 2023 2,252,809 $ 0.024 0.04 5.70 $ 78,886 $ 0.04 During the years ended December 31, 2023 and 2022, the Company recognized $ 0 0 Common Stock Warrants The following schedule summarizes the changes in the Company’s stock warrants: SCHEDULE OF CHANGES IN STOCK WARRANTS Warrants Outstanding Weighted Average Weighted Average Number Of Shares Exercise Price Per Share Remaining Contractual Life Aggregate Intrinsic Value Exercise Price Per Share Balance at December 31, 2021 31,862,500 $ 0.04 0.10 1.02 $ 538,875 $ 0.07 Warrants granted 20,000,000 $ 0.01 0.08 2.50 $ 0.0725 Warrants exercised (4,158,333 ) $ - - $ Warrants expired/cancelled (20,966,667 ) $ - - $ Balance at December 31, 2022 26,737,500 $ 0.08 0.10 1.52 $ - $ 0.09 Exercisable at December 31, 2022 26,737,500 $ 0.06 0.10 1.52 $ - $ 0.09 Warrants granted 28,799,000 $ 0.0827 - - $ - Warrants redeemed (500,000 ) $ - - - $ - Warrants exercised (7,663,000 ) $ - - - $ - Warrants exchanged (10,002,000 ) $ - - - $ - Warrants expired/cancelled (11,237,500 ) $ - - - $ - Balance at December 31, 2023 26,134,000 $ 0.06 0.10 3.54 $ - $ 0.0827 Exercisable at December 31, 2023 26,134,000 $ 0.06 0.10 3.54 $ - $ 0.0827 Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. In the years ended 2023 and 2022 all warrants issued were issued pursuant to the Regulation A+ Offering, and are included in equity. The following assumptions were used for the periods as follows: SCHEDULE OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT Year Ended Year Ended December 31, 2023 December 31, 2022 Expected term - .5 3 Expected volatility - % 66 % Expected dividend yield - - Risk-free interest rate - % 3 % In April and December 2023, the Company sold warrants to purchase 18,797,000 18,797 10,002,000 10,002,000 2,499,000 7,663,000 11,237,500 500,000 In March 2022 the Company issued 299,577 825,000 1,000,000 On July 7, 2022, the Company sold 15,000,000 1,200,000 20,000,000 20,000 Restricted Stock Units The following schedule summarizes the changes in the Company’s restricted stock units (“ RSUs SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS Number Weighted Average Of Grant Date Shares Fair Value Balance at December 31, 2021 25,262,500 $ 0.08 RSU’s granted 100,000 $ 0.082 RSU’s vested (15,100,000 ) $ - RSU’s forfeited - $ - Balance at December 31, 2022 10,262,500 $ 0.08 RSUs forfeited (262,500 ) RSUs granted 6,900,000 $ 0.068 RSUs vested (15,450,000 ) $ - Balance at December 31, 2023 1,450,000 $ 0.09 During the years ended December 31, 2023 and 2022, the Company recognized $ 1,239,950 1,389,700 131,950 On February 3, 2022 and May 3, 2022, 10,000,000 900,000 100,000 8,200 On May 1, 2023, the Company granted 2,900,000 25 25 25 25 263,900 On August 4, 2023, the Chief Executive Officer rescinded 1,012,500 750,000 In December 2023, the Company granted 4,000,000 208,000 |
COMMITMENT
COMMITMENT | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT | NOTE 5: COMMITMENT On June 4, 2019, the Company entered into an Executive Employment Agreement (“ Employment Agreement The employment term under the Employment Agreement commenced with an effective date of June 11, 2019 and expires on December 31, 2020, and December 31 of each successive year if the Employment Agreement is extended, unless terminated earlier as set forth in the Employment Agreement. The Company on December 31, 2020 extended this agreement through December 31, 2021 while renegotiating terms of a new Employment Agreement. On May 3, 2021, the Company and the Chief Executive Officer agreed the terms of a new Employment Agreement with an effective date of January 1, 2021 that has a term of three years and expired December 31, 2023. The Company renewed the Employment Agreement for a term of two years expiring December 31, 2025 . Under the terms of the Employment Agreement effective January 1, 2024, the Company shall pay to Dr. Korenko a base compensation of $ 295,500 10,000 20,000,000 two |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6: INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of December 31, 2023 and 2022: SCHEDULE OF NET DEFERRED TAX ASSETS December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryover $ 6,840,000 $ 6,500,000 Capital Loss Carryover 3,400 3,400 Valuation allowance (6,843,400 ) (6,503,400 ) Net deferred tax asset $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pretax income from continuing operations for the years ended December 31, 2023 and 2022 due to the following: SCHEDULE OF FEDERAL INCOME TAX RATE December 31, 2023 December 31, 2022 Book income (loss) $ (607,900 ) $ (518,700 ) Forgiveness of debt - - Depreciation (1,100 ) (1,100 ) Related party accrual - - Stock for services 260,400 291,800 Other non-deductible expense 6,300 10,500 Valuation allowance 342,300 217,500 Income tax expense $ - $ - At December 31, 2023, the Company had net operating loss carryforwards of approximately $ 32,585,800 ASC Topic 740 – Income Taxes (“ ASC 740 The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2023, the Company had no The Company files income tax returns in the U.S. federal jurisdiction. The Company is located in the state of Washington and Washington state does not require the filing of income taxes. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2017. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7: SUBSEQUENT EVENTS From January 1, 2024 through the date of filing, the Company issued 2,000,000 2,000,000 128,000 The Chief Executive Officer entered into the Employment Agreement with the Company for two years 20,000,000 two |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Business Overview | Business Overview The Company was incorporated under the laws of Delaware on December 23, 1994 as Savage Mountain Sports Corporation (“ SMSC 950,000,000 0.001 20,000,000 0.001 Our principal place of business is located at 719 Jadwin Avenue, Richland, WA 99352. Our telephone number is (509) 736-4000. Our corporate website address is http://www.radiogel.com. Our common stock is currently quoted on the OTC Pink Marketplace under the symbol “RDGL.” The Company is a radiation oncology medical device company engaged in the development of its yttrium-90 (“ Y-90 ™ In January 2018, the Center for Veterinary Medicine Product Classification Group ruled that RadioGel ™ FDA ® Based on the FDA’s recommendation, RadioGel ™ ® ® ® ™ ® ™ ® ™” ® ® |
IsoPet Solutions | IsoPet Solutions The Company’s IsoPet ® ® ® The dogs were treated for canine soft tissue sarcoma. Response evaluation criteria in solid tumors (“ RECIST EORTC The testing at the University of Missouri met its objective to demonstrate the safety of IsoPet ® ® The effectiveness of IsoPet ® ® The Company anticipates that future profits, if any, will be derived from direct sales of RadioGel ™ ® USA U.S. ® GAAP Commencing in July 2019, the Company recognized its first commercial sale of IsoPet ® FASB ASC ASC 606 ® Our plan is to incorporate the data assembled from our work with Isopet ® ™ ™ ™ ™ Recently the Company modified its Indication for Use from skin cancel to cancerous tissue or solid tumors pathologically associated with locoregional papillary thyroid carcinoma and recurrent papillary thyroid carcinoma having discernable tumors associated with metastatic lymph nodes or extranodal disease in patients who are not surgical candidates or who have declined surgery, or patients who require post-surgical remnant ablation (for example, after prior incomplete radioiodine therapy). Papillary thyroid carcinoma belongs to the general class of head and neck tumors for which tumors are accessible by intraoperative direct needle injection. The Company’s Medical Advisory Board felt that demonstrating efficacy in clinical trials was much easier with this new indication. |
Intellectual Property | Intellectual Property Our original license with Battelle National Laboratory (the “ Battelle License Our RadioGel TM TM ® . We have filed for trademark protection for the term Precision Radionuclide Therapy TM. The Company received the Patent Cooperation Treaty (“ PCT ® Our patent team filed our particle patent in more than ten patent offices that collectively cover 63 countries throughout the world. We filed a continuation-in-part applications number 1774054 in the USA to expand the claims on our particle patent. The U.S. Patent office recently gave us the Notice of Allowance for our patent to produce our yttrium phosphate microparticles, U.S. Patent Application Serial No: 16-459,466. We also filed an amendment to correct the wording on our claims at make them consistent with the USE claims. Ref: 4207-0005; European Patent Application NO. 20 834 229.5; VIVOS INC; Our Ref: FS/53791. We filed a hydrogel utility patent in the USA (16309:17/943,311) and internationally (16389:PCT/US22/4374) based on the last 18 months of development work to optimize our hydrogel component. These include reducing the polymer production time and increasing the output by a factor of three. We have also further reduced the level of trace contaminants to be well below the FDA guidelines. We filed a provisional patent (Serial Number 63436562) to protect our innovative improvements in our shipping container, our vial shield, our syringe shield, and our Peltier chiller. Our objectives were to reduce shipping costs, decrease radiation exposure, and enhance sterility. These devices will be preferentially used at Mayo Clinics for human clinical studies at and our IsoPet regional treatment centers. The Company filed a utility patent in Q4 2023 for this therapy support equipment. We anticipate that Precision Radionuclide Therapy will become increasingly important in the future and expand to other isotope and other indications for use. Therefore, we filed an alternate particle utility patent (Serial number 18/152,137). We will focus our near-term effort on the Y-90 therapy, which we believe is the best beta emitter; however, we leveraged our hydrogel utility patent to incorporate other promising isotopes and compounds for a range of future applications. This includes gamma and alpha particle emitters. |
Going Concern | Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered recurring losses and used significant cash in support of its operating activities and the Company’s cash position is not sufficient to support the Company’s operations. Research and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities as well as a series of grants. The Company requires funding of approximately $ 2.5 The Company completed its reverse stock split which was approved by FINRA and went effective on June 28, 2019. The Company’s stock offering under Regulation A+ was qualified by the Securities and Exchange Commission (“ SEC Offering Statement 50,000,000 shares at a price of $ 0.10 per share, for a maximum offering of $ 5,000,000 (the “ Regulation A+ Offering 1,200,000 at $ 0.08 per share ( 15,000,000 shares) and sold 20,000,000 warrants for $ 20,000 . An amendment to the Offering Statement was filed and qualified in October 2022, to raise the remaining $ 3,800,000 of the original offering amount of $ 5,000,000 at a price of $ 0.08 3,200,000 0.064 1,179,245 was raised through the issuance of 16,132,000 shares of common stock and warrants to purchase 18,797,000 shares of common stock. The Company’s offerings undertaken pursuant to Regulation A+ have raised approximately $ 6,000,000 For the animal therapy market: ● Fund the effort to communicate the benefits of IsoPet® to the veterinary community and the pet parents. ● Conduct additional clinical studies to generate more data for the veterinary community ● Subsidize some IsoPet ® ● Assist new regional clinics with their license and certification training. For the human market: ● Enhance the pedigree of the Quality Management System. ● Complete the previously defined pre-clinical testing and additional testing on an animal model closely aligned with our revised indication for use. Report the results to the FDA in a pre-submission meeting. ● Use the feedback from that meeting to write the (Investigational Device Exemption (“ IDE Research and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities. The Company may require additional funding of approximately $ 5 Over the next 12 to 48 months, the Company believes it will cost approximately $9 million to: (1) fund the FDA approval process to conduct human clinical trials; (2) conduct Phase I, pilot, and clinical trials; (3) activate several regional clinics to administer IsoPet ® The continued deployment of the brachytherapy products and a worldwide regulatory approval effort will require additional resources and personnel. The principal variables in the timing and amount of spending for the brachytherapy products in the next 12 to 24 months will be the FDA’s classification of the Company’s brachytherapy products as Class II or Class III devices (or otherwise), and any requirements for additional studies (which may possibly include clinical studies). Thereafter, the principal variables in the amount of the Company’s spending and its financing requirements would be: (1) the timing of any approvals; (2) the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution and licensing of those products; and (3) the products’ success in the U.S. and elsewhere. The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements, as well as proceeds to be raised from the Regulation A+ Offering. Following receipt of required regulatory approvals and necessary financing to fund our working capital requirements, the Company intends to outsource material aspects of manufacturing, distribution, sales and marketing for operations within the U.S.. Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships to facilitate its global commercialization strategy. Long-term, the Company intends to consider resuming research efforts with respect to other products and technologies intended to help improve the diagnosis and treatment of cancer and other illnesses. These long-term goals are subject to the Company: (1) receiving adequate funding; (2) receiving regulatory approval for RadioGel TM Based on the Company’s financial history since inception, the Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. The Company has limited revenue, nominal cash, and has accumulated deficits since inception. If the Company cannot obtain sufficient additional capital, the Company will be required to delay the implementation of its business strategy and may not be able to continue operations. The Company’s headquarters are in Northeast Washington however there focus of the animal therapy market has been the Northwestern sector of the United States. The Company continues their marketing to the animal therapy market and attempt to increase the exposure to their product and generate revenue accordingly. As of December 31, 2023, the Company has $ 1,592,287 There is no guarantee that the Company will be able to raise additional funds or to do so at an advantageous price. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to seek additional funding to maintain its operations through debt and equity financing and to improve operating performance through a focus on strategic products and increased efficiencies in business processes and improvements to the cost structure. There is no assurance that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates the Company considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets. Actual results could differ from those estimates. |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these financial statements so as to conform to current period classifications. |
Cash Equivalents | Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2023 and 2022, the balances reported for cash, prepaid expenses, accounts receivable, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820- Fair Value Measurement, established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company measures certain financial instruments including options and warrants issued during the period at fair value on a recurring basis. |
Patents and Intellectual Property | Patents and Intellectual Property While patents are being developed or pending, they are not being amortized. Management has determined that the economic life of the patents to be ten years and amortization, over such 10 The Company evaluates the recoverability of intangible assets, including patents and intellectual property on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows. There have been no such capitalized costs in the years ended December 31, 2023 and 2022, respectively. However, a patent was filed on July 1, 2019 (No. 1811.191) by Michael Korenko and David Swanberg and assigned to the Company based on the Company’s proprietary particle manufacturing process. The timing of this filing was important given the Company’s plans to make IsoPet ® |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued Accounting Standard Update (“ ASU Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The Company recognized revenue as they (i) identified the contracts with each customer; (ii) identified the performance obligation in each contract; (iii) determined the transaction price in each contract; (iv) were able to allocate the transaction price to the performance obligations in the contract; and (v) recognized revenue upon the satisfaction of the performance obligation. Upon the sales of the product to complete the procedures on the animals, the Company recognized revenue as that was considered the performance obligation. All revenue recognized in the years ended December 31, 2023 and 2022 relate to the procedures performed with respect to the IsoPet ® |
Loss Per Share | Loss Per Share The Company accounts for its loss per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings per share. Basic loss per share is computed by dividing loss available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive common stock equivalents since the impact would be anti-dilutive. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. For the given periods of loss, of the periods ended in the years ended December 31, 2023 and 2022, the basic earnings per share equals the diluted earnings per share. The following represent common stock equivalents that could be dilutive in the future as of December 31, 2023 and 2022, which include the following: SCHEDULE OF DILUTIVE EARNINGS PER SHARE December 31, 2023 December 31, 2022 Preferred stock 9,909,570 9,909,570 Restricted stock units 1,450,000 25,362,500 Common stock options 2,252,809 2,252,809 Common stock warrants 26,134,000 26,737,500 Total potential dilutive securities 39,746,379 64,762,379 |
Research and Development Costs | Research and Development Costs Research and developments costs, including salaries, research materials, administrative costs and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets and not treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year computed. The Company incurred $ 732,698 343,802 |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. During the years ended December 31, 2023 and 2022, the Company incurred nominal advertising and marketing costs. |
Contingencies | Contingencies In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships, product liability claims, patent rights, and a variety of other matters. The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimated probable losses require analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. The Company has entered into various agreements that require them to pay certain fees to consultants and/or employees that have been fully accrued for as of December 31, 2023 and 2022. |
Income Taxes | Income Taxes To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the years ended December 31, 2023 and 2022. The Company did not have any deferred tax liability or asset on its balance sheets on December 31, 2023 and 2022. Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Company’s financial statements. For the years ended December 31, 2023 and 2022, the Company did not recognize any interest or penalty expense related to income taxes. The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation costs under FASB ASC Topic 718, Compensation – Stock Compensation and ASU 2018-07. Companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DILUTIVE EARNINGS PER SHARE | The following represent common stock equivalents that could be dilutive in the future as of December 31, 2023 and 2022, which include the following: SCHEDULE OF DILUTIVE EARNINGS PER SHARE December 31, 2023 December 31, 2022 Preferred stock 9,909,570 9,909,570 Restricted stock units 1,450,000 25,362,500 Common stock options 2,252,809 2,252,809 Common stock warrants 26,134,000 26,737,500 Total potential dilutive securities 39,746,379 64,762,379 |
COMMON STOCK OPTIONS, WARRANT_2
COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF CHANGES IN STOCK OPTION | The following schedule summarizes the changes in the Company’s stock options: SCHEDULE OF CHANGES IN STOCK OPTION Weighted Weighted Options Outstanding Average Average Number Of Shares Exercise Price Per Share Remaining Aggregate Exercise Balance at December 31, 2021 2,252,809 $ 0.024 0.04 7.70 $ 83,992 $ 0.04 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired/canceled - $ - - $ - Balance at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Exercisable at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Balance at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired/canceled - $ - - $ - Balance at December 31, 2023 2,252,809 $ 0.024 0.04 5.70 $ 78,886 $ 0.04 Exercisable at December 31, 2023 2,252,809 $ 0.024 0.04 5.70 $ 78,886 $ 0.04 |
SCHEDULE OF CHANGES IN STOCK WARRANTS | The following schedule summarizes the changes in the Company’s stock warrants: SCHEDULE OF CHANGES IN STOCK WARRANTS Warrants Outstanding Weighted Average Weighted Average Number Of Shares Exercise Price Per Share Remaining Contractual Life Aggregate Intrinsic Value Exercise Price Per Share Balance at December 31, 2021 31,862,500 $ 0.04 0.10 1.02 $ 538,875 $ 0.07 Warrants granted 20,000,000 $ 0.01 0.08 2.50 $ 0.0725 Warrants exercised (4,158,333 ) $ - - $ Warrants expired/cancelled (20,966,667 ) $ - - $ Balance at December 31, 2022 26,737,500 $ 0.08 0.10 1.52 $ - $ 0.09 Exercisable at December 31, 2022 26,737,500 $ 0.06 0.10 1.52 $ - $ 0.09 Warrants granted 28,799,000 $ 0.0827 - - $ - Warrants redeemed (500,000 ) $ - - - $ - Warrants exercised (7,663,000 ) $ - - - $ - Warrants exchanged (10,002,000 ) $ - - - $ - Warrants expired/cancelled (11,237,500 ) $ - - - $ - Balance at December 31, 2023 26,134,000 $ 0.06 0.10 3.54 $ - $ 0.0827 Exercisable at December 31, 2023 26,134,000 $ 0.06 0.10 3.54 $ - $ 0.0827 |
SCHEDULE OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT | SCHEDULE OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT Year Ended Year Ended December 31, 2023 December 31, 2022 Expected term - .5 3 Expected volatility - % 66 % Expected dividend yield - - Risk-free interest rate - % 3 % |
SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS | The following schedule summarizes the changes in the Company’s restricted stock units (“ RSUs SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS Number Weighted Average Of Grant Date Shares Fair Value Balance at December 31, 2021 25,262,500 $ 0.08 RSU’s granted 100,000 $ 0.082 RSU’s vested (15,100,000 ) $ - RSU’s forfeited - $ - Balance at December 31, 2022 10,262,500 $ 0.08 RSUs forfeited (262,500 ) RSUs granted 6,900,000 $ 0.068 RSUs vested (15,450,000 ) $ - Balance at December 31, 2023 1,450,000 $ 0.09 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF NET DEFERRED TAX ASSETS | Net deferred tax assets consist of the following components as of December 31, 2023 and 2022: SCHEDULE OF NET DEFERRED TAX ASSETS December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryover $ 6,840,000 $ 6,500,000 Capital Loss Carryover 3,400 3,400 Valuation allowance (6,843,400 ) (6,503,400 ) Net deferred tax asset $ - $ - |
SCHEDULE OF FEDERAL INCOME TAX RATE | The income tax provision differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pretax income from continuing operations for the years ended December 31, 2023 and 2022 due to the following: SCHEDULE OF FEDERAL INCOME TAX RATE December 31, 2023 December 31, 2022 Book income (loss) $ (607,900 ) $ (518,700 ) Forgiveness of debt - - Depreciation (1,100 ) (1,100 ) Related party accrual - - Stock for services 260,400 291,800 Other non-deductible expense 6,300 10,500 Valuation allowance 342,300 217,500 Income tax expense $ - $ - |
SCHEDULE OF DILUTIVE EARNINGS P
SCHEDULE OF DILUTIVE EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 39,746,379 | 64,762,379 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 9,909,570 | 9,909,570 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 1,450,000 | 25,362,500 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 2,252,809 | 2,252,809 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 26,134,000 | 26,737,500 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2022 | Jul. 31, 2022 | Sep. 15, 2021 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 01, 2023 | Oct. 30, 2022 | Jul. 07, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||||
Common stock, shares authorized | 950,000,000 | 950,000,000 | 950,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Current operation activities | $ 2,500,000 | ||||||||
Number of shares issued | 15,000,000 | 50,000,000 | |||||||
Share price | $ 0.08 | $ 0.10 | $ 0.064 | $ 0.08 | |||||
Number of shares issued | $ 5,000,000 | $ 1,200,000 | $ 5,000,000 | $ 1,160,448 | $ 1,200,000 | ||||
Number of warrants purchase | 20,000,000 | 18,797,000 | 18,797,000 | ||||||
Warrantys outstanding | $ 20,000 | $ 20,000 | |||||||
Number of shares issued | $ 3,800,000 | $ 3,200,000 | |||||||
Common Stocks, Including Additional Paid in Capital | 1,179,245 | $ 1,179,245 | |||||||
Offering term | Over the next 12 to 48 months, the Company believes it will cost approximately $9 million to: (1) fund the FDA approval process to conduct human clinical trials; (2) conduct Phase I, pilot, and clinical trials; (3) activate several regional clinics to administer IsoPet® across the county; (4) create an independent production center within the current production site to create a template for future international manufacturing; and (5) initiate regulatory approval processes outside of the United States. The proceeds to be raised from the Regulation A+ Offering will be used to continue to fund this development. | ||||||||
Cash on hand | $ 1,592,287 | $ 1,592,287 | |||||||
Economic life of the patent | 10 years | 10 years | |||||||
Research and development costs | $ 732,698 | $ 343,802 | |||||||
Brachytherapy Product Line [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Current operation activities | 5,000,000 | ||||||||
Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Proceeds from stock offering | $ 6,000,000 | ||||||||
Common Stock [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of shares issued | 16,132,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Stock issued for services, value | $ 4,880 | ||
Common Stock [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Stock issued for services, shares | 76,250 | ||
Stock issued for services, value | $ 76 | ||
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Warrants exercised shares | 75,000 | ||
Advance from officer | $ 10,000 | ||
Chief Executive Officer [Member] | Common Stock [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Conversion of stock | 22,266 | ||
Stock issued for services, shares | 76,250 | ||
Stock issued for services, value | $ 4,880 |
SCHEDULE OF CHANGES IN STOCK OP
SCHEDULE OF CHANGES IN STOCK OPTION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options Outstanding Beginning Balance | 2,252,809 | 2,252,809 | |
Weighted Average Remaining Contractual Life (in years) Outstanding | 5 years 8 months 12 days | 6 years 8 months 12 days | 7 years 8 months 12 days |
Aggregate Intrinsic Value Outstanding Beginning | $ 16,032 | $ 83,992 | |
Weighted Average Exercise Price Per Share Outstanding Beginning | $ 0.04 | $ 0.04 | |
Number of Options granted | |||
Exercise Price Per Share granted | |||
Weighted Average Exercise Price Per Share Options granted | |||
Number of Options exercised | |||
Exercise Price Per Share exercised | |||
Weighted Average Exercise Price Per Share Options exercised | |||
Number of Options expired/cancelled | |||
Exercise Price Per Share expired/cancelled | |||
Weighted Average Exercise Price Per Share Options expired/cancelled | |||
Number of Options Outstanding Ending Balance | 2,252,809 | 2,252,809 | 2,252,809 |
Aggregate Intrinsic Value Outstanding Ending | $ 78,886 | $ 16,032 | $ 83,992 |
Weighted Average Exercise Price Per Share Outstanding Ending | $ 0.04 | $ 0.04 | $ 0.04 |
Number of Options Exercisable | 2,252,809 | 2,252,809 | |
Weighted Average Remaining Contractual Life (in years) Exercisable | 5 years 8 months 12 days | 6 years 8 months 12 days | |
Aggregate Intrinsic Value Exercisable | $ 78,886 | $ 16,032 | |
Weighted Average Exercise Price Per Share Exercisable | $ 0.04 | $ 0.04 | |
Minimum [Member] | |||
Weighted Average Exercise Price Per Share Outstanding Beginning | 0.024 | 0.024 | |
Weighted Average Exercise Price Per Share Outstanding Ending | 0.024 | 0.024 | 0.024 |
Exercise Price Per Share Exercisable | 0.024 | 0.024 | |
Maximum [Member] | |||
Weighted Average Exercise Price Per Share Outstanding Beginning | 0.04 | 0.04 | |
Weighted Average Exercise Price Per Share Outstanding Ending | 0.04 | 0.04 | $ 0.04 |
Exercise Price Per Share Exercisable | $ 0.04 | $ 0.04 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Oct. 31, 2022 | Jul. 31, 2022 | Jul. 07, 2022 | Sep. 15, 2021 | Dec. 31, 2023 | Oct. 31, 2023 | Apr. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2019 | Oct. 31, 2018 | Jun. 30, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 27, 2019 | Oct. 08, 2018 | Mar. 31, 2016 | Mar. 30, 2016 | |
Class of Stock [Line Items] | |||||||||||||||||||
Common stock, shares authorized | 950,000,000 | 950,000,000 | 950,000,000 | ||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock, shares issued | 387,894,033 | 387,894,033 | 362,541,528 | ||||||||||||||||
Common stock, shares outstanding | 387,894,033 | 387,894,033 | 362,541,528 | ||||||||||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Number of shares issued | 15,000,000 | 50,000,000 | |||||||||||||||||
Number of shares issued, value | $ 5,000,000 | $ 1,200,000 | $ 5,000,000 | $ 1,160,448 | $ 1,200,000 | ||||||||||||||
Common stock additional offering | $ 1,179,245 | $ 1,179,245 | |||||||||||||||||
Warrants to purchase shares | 20,000,000 | 18,797,000 | 18,797,000 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 4,880 | ||||||||||||||||||
Functional adjustment shares | 90 | ||||||||||||||||||
Warrants outstanding | $ 20,000 | $ 20,000 | |||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares vested | 400,000 | ||||||||||||||||||
Accounts Payable [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 500,000 | 984,840 | |||||||||||||||||
Number of shares issued, value | $ 28,450 | $ 49,242 | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 15,000,000 | 8,132,000 | 2,221,505 | 8,000,000 | 299,577 | 16,132,000 | 15,000,000 | ||||||||||||
Number of shares issued, value | $ 1,200,000 | $ 640,000 | $ 16,132 | $ 15,000 | |||||||||||||||
Proceeds from issuance of warrants | 10,665 | ||||||||||||||||||
Common stock additional offering | $ 528,580 | $ 528,580 | |||||||||||||||||
Number of shares sold | 15,000,000 | 2,499,000 | |||||||||||||||||
Number of shares vested | 4,000,000 | ||||||||||||||||||
Warrants to purchase shares | 825,000 | ||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 76,250 | ||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 76 | ||||||||||||||||||
Number of shares issued, value | $ 1,200,000 | ||||||||||||||||||
Number of warrants sold | 20,000,000 | ||||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 76,250 | ||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 4,880 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 8,132,000 | ||||||||||||||||||
Proceeds from issuance of warrants | $ 18,797 | $ 18,797 | |||||||||||||||||
Warrants exercise shares | 2,132,000 | 825,000 | |||||||||||||||||
Number of shares sold | 4,998,000 | ||||||||||||||||||
Gain loss on exchange | $ 151,184 | ||||||||||||||||||
Warrants to purchase shares | 20,000,000 | ||||||||||||||||||
Warrants outstanding | $ 20,000 | ||||||||||||||||||
New Warrant [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares sold | 10,002,000 | ||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||
Preferred stock, liquidation preference per share | $ 1 | ||||||||||||||||||
Conversion price per share | $ 0.08 | ||||||||||||||||||
Preferred stock redemption, description | Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Convertible Preferred in cash at a price per share of Series B Convertible Preferred equal to 100% of the Liquidation Preference | ||||||||||||||||||
Redemption percentage | 100% | ||||||||||||||||||
Voting percentage | Holders of Series B Convertible Preferred are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of two votes for every Series B Conversion Share issuable upon conversion of such holder’s outstanding shares of Series B Convertible Preferred. However, the Series B Conversion Shares, when issued, will have all the same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible Preferred | ||||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||
Preferred stock, liquidation preference per share | $ 1 | ||||||||||||||||||
Conversion price per share | $ 0.08 | ||||||||||||||||||
Redemption percentage | 100% | ||||||||||||||||||
Voting percentage | Subject to certain conditions set forth in the Series C Certificate of Designation, in the event of a Change of Control (defined in the Series C Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series C Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series C Convertible Preferred in cash at a price per share of Series C Convertible Preferred equal to 100% of the Liquidation Preference | ||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock shares authorized | 5,000,000 | 2,500,000 | 5,000,000 | 5,000,000 | 5,000,000 | 2,500,000 | |||||||||||||
Preferred stock, liquidation preference per share | $ 5 | ||||||||||||||||||
Conversion price per share | $ 4 | ||||||||||||||||||
Gross proceeds from preferred stock | $ 5,000,000 | ||||||||||||||||||
Preferred stock redemption, description | Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Convertible Preferred in cash at a price per share of Series A Convertible Preferred equal to 100% of the Liquidation Preference | ||||||||||||||||||
Redemption percentage | 100% | ||||||||||||||||||
Voting percentage | Holders of Series A Convertible Preferred are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of five votes for every Series A Conversion Share issuable upon conversion of such holder’s outstanding shares of Series A Convertible Preferred. However, the Series A Conversion Shares, when issued, will have all the same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible Preferred | ||||||||||||||||||
Series A Warrant [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 2,665,000 | ||||||||||||||||||
Series B Warrant [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 8,000,000 |
SCHEDULE OF CHANGES IN STOCK WA
SCHEDULE OF CHANGES IN STOCK WARRANTS (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Warrants Outstanding Beginning | 26,737,500 | 31,862,500 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 1 year 7 days | |
Aggregate Intrinsic Value Outstanding Beginning | $ 538,875 | |
Weighted Average Exercise Price Per Share Exercise Price Warrants Beginning | $ 0.09 | $ 0.07 |
Number of Shares, Warrants granted | 28,799,000 | 20,000,000 |
Exercise Price Per Share Warrants granted | $ 0.0827 | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Warrants granted | 2 years 6 months | |
Weighted Average Exercise Price Per Share Exercise Price Warrants granted | $ 0.0725 | |
Number of Shares, Warrants exercised | (7,663,000) | (4,158,333) |
Exercise Price Per Share Warrants exercised | ||
Number of Shares, Warrants expired/cancelled | (11,237,500) | (20,966,667) |
Exercise Price Per Share Warrants expired/cancelled | ||
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 3 years 6 months 14 days | 1 year 6 months 7 days |
Aggregate Intrinsic Value Outstanding Ending | ||
Weighted Average Exercise Price Per Share Exercise Price Warrants Ending | $ 0.0827 | $ 0.09 |
Number of Shares, Warrants Exercisable Beginning | 26,737,500 | |
Weighted Average Remaining Contractual Life Warrants Exercisable | 3 years 6 months 14 days | 1 year 6 months 7 days |
Aggregate Intrinsic Value Exercisable Beginning | ||
Weighted Average Exercise Price Per Share Exercise Price Warrants Exercisable Beginning | $ 0.09 | |
Number of Shares, Warrants redeemed | (500,000) | |
Number of Shares, Warrants exchanged | (10,002,000) | |
Exercise Price Per Share Warrants exercised | ||
Number of Shares, Warrants Outstanding Ending | 26,134,000 | 26,737,500 |
Number of Shares, Warrants Exercisable Ending | 26,134,000 | 26,737,500 |
Aggregate Intrinsic Value Exercisable | ||
Weighted Average Exercise Price Per Share Exercise Price Warrants Exercisable | $ 0.0827 | $ 0.09 |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price Per Share Warrants Outstanding Beginning | 0.08 | 0.04 |
Exercise Price Per Share Warrants granted | 0.01 | |
Exercise Price Per Share Exercisable Beginning | 0.06 | |
Exercise Price Per Share Warrants Exercisable Ending | 0.06 | 0.08 |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price Per Share Warrants Outstanding Beginning | 0.10 | 0.10 |
Exercise Price Per Share Warrants granted | 0.08 | |
Exercise Price Per Share Exercisable Beginning | 0.10 | |
Exercise Price Per Share Warrants Exercisable Ending | $ 0.10 | $ 0.10 |
SCHEDULE OF ASSUMPTIONS USED IN
SCHEDULE OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Expected term | ||
Expected volatility | 66% | |
Expected dividend yield | ||
Risk-free interest rate | 3% | |
Minimum [Member] | ||
Expected term | 6 months | |
Maximum [Member] | ||
Expected term | 3 years |
SCHEDULE OF CHANGES IN RESTRICT
SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS (Details) - Restricted Stock Units [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, RSU's Beginning balance | 10,262,500 | 25,262,500 |
Weighted Average Grant Date Fair Value, RSU's Outstanding Beginning | $ 0.08 | $ 0.08 |
Number of Shares, RSU's granted | 6,900,000 | 100,000 |
Weighted Average Grant Date Fair Value, RSU's granted | $ 0.068 | $ 0.082 |
Number of Shares, RSU's vested | (15,450,000) | (15,100,000) |
Weighted Average Grant Date Fair Value, RSU's vested | ||
Number of Shares, RSU's forfeited | 262,500 | |
Weighted Average Grant Date Fair Value, RSU's forfeited | ||
Number of Shares, RSU's forfeited | (262,500) | |
Number of Shares, RSU's Ending balance | 1,450,000 | 10,262,500 |
Weighted Average Grant Date Fair Value, RSU's Outstanding Ending | $ 0.09 | $ 0.08 |
COMMON STOCK OPTIONS, WARRANT_3
COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Aug. 04, 2023 | May 01, 2023 | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 07, 2022 | Jun. 01, 2022 | May 03, 2022 | Feb. 03, 2022 | Sep. 15, 2021 | Dec. 31, 2023 | Oct. 31, 2023 | Apr. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Number of shares sold | 15,000,000 | 50,000,000 | |||||||||||||||||
Number of shares issued, value | $ 5,000,000 | $ 1,200,000 | $ 5,000,000 | $ 1,160,448 | $ 1,200,000 | ||||||||||||||
Warrants | 18,797,000 | 20,000,000 | 18,797,000 | 18,797,000 | |||||||||||||||
Warrants and rights outstanding | $ 20,000 | $ 20,000 | |||||||||||||||||
Restricted stock expense vesting | $ 1,239,950 | $ 1,389,700 | |||||||||||||||||
Restricted stock expenses yet to be recognized | $ 131,950 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Number of shares sold | 28,799,000 | 20,000,000 | |||||||||||||||||
Number of Shares, Warrants exchanged | 10,002,000 | ||||||||||||||||||
Number of warrant exercised | 7,663,000 | 4,158,333 | |||||||||||||||||
Number of Shares, Warrants expired/cancelled | 11,237,500 | 20,966,667 | |||||||||||||||||
Number of Shares, Warrants redeemed | 500,000 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Restricted stock vested, value | $ 263,900 | ||||||||||||||||||
Number of restricted shares unit granted | 2,900,000 | 4,000,000 | |||||||||||||||||
Number of shares issued | 25% | 25% | |||||||||||||||||
Number of restricted shares unit granted, value | $ 208,000 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Forecast [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Number of shares issued | 25% | 25% | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Restricted stock vested, shares | 1,012,500 | 10,000,000 | 10,000,000 | ||||||||||||||||
Restricted stock vested, value | $ 8,200 | $ 900,000 | $ 900,000 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 750,000 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Consultant [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Number of restricted shares unit granted | 100,000 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Number of shares sold | 18,797,000 | 18,797,000 | |||||||||||||||||
Number of shares issued, value | $ 18,797 | $ 18,797 | |||||||||||||||||
Number of warrant exercised | 2,132,000 | 825,000 | |||||||||||||||||
Number of shares sold | 8,132,000 | ||||||||||||||||||
Warrants expired | 1,000,000 | ||||||||||||||||||
Warrants | 20,000,000 | ||||||||||||||||||
Warrants and rights outstanding | $ 20,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Number of shares issued, value | $ 10,665 | ||||||||||||||||||
Number of Shares, Warrants exchanged | 2,499,000 | ||||||||||||||||||
Number of shares sold | 15,000,000 | 8,132,000 | 2,221,505 | 8,000,000 | 299,577 | 16,132,000 | 15,000,000 | ||||||||||||
Number of shares issued, value | $ 1,200,000 | $ 640,000 | $ 16,132 | $ 15,000 | |||||||||||||||
Warrants | 825,000 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 4,000,000 | ||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock based compensation | $ 0 | $ 0 |
COMMITMENT (Details Narrative)
COMMITMENT (Details Narrative) - Dr. Michael K. Korenko [Member] - USD ($) | Jan. 01, 2024 | Jun. 04, 2019 |
Employment Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Agreement term description | The employment term under the Employment Agreement commenced with an effective date of June 11, 2019 and expires on December 31, 2020, and December 31 of each successive year if the Employment Agreement is extended, unless terminated earlier as set forth in the Employment Agreement. The Company on December 31, 2020 extended this agreement through December 31, 2021 while renegotiating terms of a new Employment Agreement. On May 3, 2021, the Company and the Chief Executive Officer agreed the terms of a new Employment Agreement with an effective date of January 1, 2021 that has a term of three years and expired December 31, 2023. The Company renewed the Employment Agreement for a term of two years expiring December 31, 2025 | |
Employment Agreement [Member] | Subsequent Event [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Compensation amount | $ 295,500 | |
Discretionary bonus | $ 10,000 | |
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares granted | 20,000,000 | |
Vest period | 2 years |
SCHEDULE OF NET DEFERRED TAX AS
SCHEDULE OF NET DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryover | $ 6,840,000 | $ 6,500,000 |
Capital Loss Carryover | 3,400 | 3,400 |
Valuation allowance | (6,843,400) | (6,503,400) |
Net deferred tax asset |
SCHEDULE OF FEDERAL INCOME TAX
SCHEDULE OF FEDERAL INCOME TAX RATE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Book income (loss) | $ (607,900) | $ (518,700) |
Forgiveness of debt | ||
Depreciation | (1,100) | (1,100) |
Related party accrual | ||
Stock for services | 260,400 | 291,800 |
Other non-deductible expense | 6,300 | 10,500 |
Valuation allowance | 342,300 | 217,500 |
Income tax expense |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2023 USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforwards | $ 32,585,800 |
Unrecognized tax positions accrued interest or penalties | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||
Jan. 01, 2024 | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 07, 2022 | Sep. 15, 2021 | Dec. 31, 2023 | Oct. 31, 2023 | Apr. 30, 2023 | Mar. 31, 2022 | Feb. 29, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||||
Cash, shares | 15,000,000 | 50,000,000 | ||||||||||
Number of shares issued | $ 5,000,000 | $ 1,200,000 | $ 5,000,000 | $ 1,160,448 | $ 1,200,000 | |||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Dr. Michael K. Korenko [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Terms of agreement | 2 years | |||||||||||
Shares granted | 20,000,000 | |||||||||||
Vest period | 2 years | |||||||||||
Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Cash, shares | 15,000,000 | 8,132,000 | 2,221,505 | 8,000,000 | 299,577 | 16,132,000 | 15,000,000 | |||||
Number of shares issued | $ 1,200,000 | $ 640,000 | $ 16,132 | $ 15,000 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Cash, shares | 2,000,000 | |||||||||||
Warrant [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Cash, shares | 8,132,000 | |||||||||||
Warrant [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Cash, shares | 2,000,000 | |||||||||||
Common Stock And Warrant [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued | $ 128,000 |