Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Oct. 14, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | CORPORATE UNIVERSE, INC. | |
Entity Central Index Key | 0001450307 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 559,974,670 | |
Document Quarterly Report | true | |
Entity File Number | 024-10228 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 85-2005645 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 2093 Philadelphia Pike #8334 | |
Entity Address City Or Town | Claymont | |
Entity Address State Or Province | DE | |
City Area Code | 302 | |
Local Phone Number | 273-1150 | |
Entity Address Postal Zip Code | 19703 | |
Document Transition Report | false | |
Amendment Description | Corporate Universe, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment”) to its Quarterly Report on Form 10-Q for the period ended March 31, 2022, as originally filed with the Securities and Exchange Commission on October 14, 2022 (the “Original Filing”), solely to (i) update the date on the cover page for the Company’s outstanding shares of its common stock to October 14, 2022 and (ii) to date the signature page and the Exhibits 31 and 32 certifications as the signature page and the certifications were undated in the Original Filing. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 44,063 | $ 3,208 |
Inventory | 111,792 | 114,487 |
Prepaid expenses | 24,830 | 78,981 |
Value added tax receivable | 22,868 | 0 |
Income tax credits receivable | 649,539 | 590,132 |
TOTAL CURRENT ASSETS | 853,092 | 786,808 |
FIXED ASSETS | ||
Property and equipment | 227,428 | 187,156 |
TOTAL FIXED ASSETS | 227,428 | 187,156 |
OTHER ASSETS | ||
Intellectual property, net of impairment | 657,018 | 613,024 |
Security deposits | 53,192 | 54,474 |
Right-of-use assets, net of accumulated amortization | 460,754 | 490,181 |
TOTAL OTHER ASSETS | 1,170,964 | 1,157,679 |
TOTAL ASSETS | 2,251,484 | 2,131,643 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 901,370 | 1,173,307 |
Payroll taxes payable | 330,822 | 398,299 |
Due to stockholders | 85,789 | 5,859 |
Note payable related party | 585,000 | 585,000 |
Notes payable | 75,000 | 70,039 |
Current portion of operating lease liabilities | 124,514 | 107,915 |
TOTAL CURRENT LIABILITIES | 2,102,495 | 2,340,419 |
Operating lease liabilities, net of current portion | 366,573 | 401,224 |
TOTAL LIABILITIES | 2,469,068 | 2,741,643 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $.0001 par value, 2,500,000,000 shares authorized, 558,349,670 and 533,549,670 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 55,835 | 53,355 |
Additional paid-in-capital | 3,289,447 | 2,292,427 |
Accumulated deficit | (3,536,109) | (2,976,773) |
Cumulative translation adjustment | (26,785) | 20,963 |
TOTAL STOCKHOLDERS' DEFICIT | (217,584) | (610,000) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,251,484 | 2,131,643 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Series E: 81,100 authorized, 81,032 issued and outstanding | 8 | 8 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Series E: 81,100 authorized, 81,032 issued and outstanding | 10 | 10 |
Series G Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Series E: 81,100 authorized, 81,032 issued and outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Series E: 81,100 authorized, 81,032 issued and outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Series E: 81,100 authorized, 81,032 issued and outstanding | $ 10 | $ 10 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Stockholders' Equity | ||
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 558,349,670 | 533,549,670 |
Common stock, shares outstanding | 558,349,670 | 533,549,670 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series E Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 81,100 | 81,100 |
Preferred stock, shares issued | 81,032 | 81,032 |
Preferred stock, shares outstanding | 81,032 | 81,032 |
Series F Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
Preferred stock, shares outstanding | 100,000 | 100,000 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
Preferred stock, shares outstanding | 100,000 | 100,000 |
Series G Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 25 | 25 |
Preferred stock, shares issued | 20 | 20 |
Preferred stock, shares outstanding | 20 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
SALES | $ 0 | $ 0 |
COST OF SALES | 0 | 0 |
GROSS PROFIT | 0 | 0 |
OPERATING EXPENSES | ||
Officers' salaries | 170,225 | 0 |
Salaries and wages | 162,165 | 247,425 |
Management fee | 7,500 | 0 |
Payroll taxes | 37,263 | 33,706 |
Legal and professional fees | 161,455 | 272,835 |
General and administrative expenses | 91,348 | 28,625 |
TOTAL OPERATING EXPENSES | 629,956 | 582,591 |
OPERATING LOSS | (629,956) | (582,591) |
OTHER INCOME (EXPENSES) | ||
Interest expense | (2,743) | (9,589) |
LOSS BEFORE INCOME TAX CREDITS | (632,699) | (592,180) |
Income tax credits | 73,363 | 103,043 |
NET LOSS | (559,336) | (489,137) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency translation adjustment | 29,310 | (11,750) |
COMPREHENSIVE LOSS | $ (530,026) | $ (500,887) |
LOSS PER COMMON SHARE: | ||
Basic and diluted | $ 0 | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES: | ||
Basic and diluted | 545,949,670 | 100,000,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Preferred Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Cumulative Translation Adjustment | Common Stock |
Balance, shares at Dec. 31, 2020 | 100,000 | 100,000,000 | ||||
Balance, amount at Dec. 31, 2020 | $ (17,554) | $ 10 | $ 379,357 | $ (400,231) | $ (6,690) | $ 10,000 |
Stockholder loans reclassified | 162,975 | 0 | 162,975 | 0 | 0 | 0 |
Foreign currency translation adjustment | 383 | 0 | 0 | 0 | 383 | 0 |
Net loss | (489,137) | $ 0 | 0 | (489,137) | 0 | $ 0 |
Balance, shares at Mar. 31, 2021 | 100,000 | 100,000,000 | ||||
Balance, amount at Mar. 31, 2021 | (343,333) | $ 10 | 542,332 | (889,368) | (6,307) | $ 10,000 |
Balance, shares at Dec. 31, 2021 | 281,052 | 533,549,670 | ||||
Balance, amount at Dec. 31, 2021 | (610,000) | $ 28 | 2,292,427 | (2,976,773) | 20,963 | $ 53,355 |
Foreign currency translation adjustment | (47,748) | 0 | 0 | 0 | (47,748) | 0 |
Net loss | (559,336) | 0 | 0 | (559,336) | 0 | $ 0 |
Issuance of common stock, shares | 24,800,000 | |||||
Issuance of common stock, amount | 992,000 | 0 | 989,520 | 0 | 0 | $ 2,480 |
Issuance of Series G preferred stock | 7,500 | $ 0 | 7,500 | 0 | 0 | $ 0 |
Balance, shares at Mar. 31, 2022 | 281,052 | 558,349,670 | ||||
Balance, amount at Mar. 31, 2022 | $ (217,584) | $ 28 | $ 3,289,447 | $ (3,536,109) | $ (26,785) | $ 55,835 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (559,336) | $ (489,137) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of right-of-use assets | 29,427 | 0 |
Changes in operating assets and liabilities: | ||
Inventory | 2,695 | (1,131) |
Prepaid expenses | 54,151 | 29,364 |
Value added tax receivable | (22,868) | 0 |
Income tax credits receivable | (59,407) | (104,493) |
COVID-19 furlough support | 0 | 29,561 |
Accounts payable and accrued expenses | (271,937) | 214,699 |
Security deposit | 1,282 | 0 |
Payroll taxes payable | (67,477) | 130,347 |
Net cash used in operating activities | (893,470) | (190,790) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (40,272) | (1,696) |
Addition to intellectual property | (43,994) | (109,017) |
Net cash used in investing activities | (84,266) | (110,713) |
Cash flows from financing activities: | ||
Principal payments on operating lease obligations | 18,052 | 0 |
Proceeds from (repayments of) loan obligation | 0 | (191,268) |
Advances from (repayments to) stockholders | 79,930 | 116,316 |
Proceeds from (payments of) convertible notes | 0 | 410,324 |
Proceeds from notes payable | 4,961 | 692 |
Proceeds from the issuance of common stock | 992,000 | 0 |
Proceeds from the issuance of preferred stock | 7,500 | 0 |
Net cash provided by financing activities | 1,066,339 | 336,064 |
Effect of exchange rate changes on cash | (47,748) | 383 |
Net change in cash | 40,855 | 34,944 |
Cash at beginning of the year | 3,208 | 7,513 |
Cash at end of the year | 44,063 | 42,457 |
Non-cash investing and financing activities: | ||
Stockholder loans reclassified to additional paid-in capital in exchange for equity | 0 | 162,975 |
Cash paid during the year for: | ||
Interest | 0 | 0 |
Income taxes | $ 0 | $ 0 |
Organization and Business Descr
Organization and Business Description | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Business Description | |
Organization and Business Description | (1) Organization and Business Description Corporate Universe, Inc. (“COUV”) was incorporated in Delaware on May 28, 1986. On July 17, 2020, the Company changed its name from Carrier Alliance Group Inc. to Corporate Universe, Inc. The accompanying consolidated financial statements include COUV and its wholly-owned subsidiary Carbon-Ion Energy, Inc. (“CIE”), which includes its wholly owned subsidiary Oxcion Limited (“OXC”) (collectively, the “Company”). CIE was incorporated under the laws of the State of Delaware on December 29, 2020 and operates as a holding company for OXC, which was incorporated under the laws of England and Wales on February 20, 2009. OXC operated as a business consulting entity until December 31, 2020. Effective March 11, 2021, OXC became a wholly-owned subsidiary of CIE pursuant to a share exchange agreement whereby the existing stockholders of OXC received the same pro-rata equity interests in CIE. Going forward, OXC plans to market its patented super capacitor technology to customers worldwide. Effective November 12, 2021, CIE became a wholly-owned subsidiary of COUV pursuant to a share exchange agreement whereby the existing stockholders of CIE obtained control of COUV. The transaction was accounted for as a change in control with COUV being considered the accounting acquired company and CIE being considered the accounting acquirer. The fiscal year end of the consolidated Company is December 31st. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | (2) Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP 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 the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash For financial statement presentation purposes, the Company considers all short-term investments with an original maturity date of three months or less to be cash equivalents. Inventory Inventory, which consists substantially of raw materials, is stated at the lower of cost (first-in, first-out basis) or market (net realizable value). The inventory is valued at the end of each fiscal period for the purpose of determining if a reserve for obsolescence needs to be recorded. There is no reserve for obsolescence as of March 31, 2022 and December 31, 2021. Property and Equipment Property and equipment is stated at cost. Maintenance and repairs are expensed as incurred. Upon sale or disposition of assets, any gain or loss is included in the statement of operations. The cost of property and equipment is depreciated using the straight line method over the estimated useful lives of the assets when placed in service, which range from three to seven years. Income Taxes The Company has adopted Financial Accounting Standards Board (“FASB”) Account Standards Codification (“ASC”) 740-10, “ Accounting for Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. OXC accrues research and development (“R&D”) tax credits payable by the HM Revenue and Customs (“HMRC”) in England based on 14.50% of qualified R&D payroll costs. OXC, at its sole discretion, can elect to forego the tax credit and carryforward the qualified R&D payroll costs to offset future taxable income in the England. Intellectual Property The Company’s intangible assets consist of patents on its technology, recorded at cost. Cost is based on third party expenditures for patent acquisitions and applications. OXC will begin amortizing the intangibles over their estimated remaining useful life when it begins revenue-producing activities. OXC will determine the useful lives of its intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors that will be considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Impairment of Long-lived Assets Potential impairments of long-lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with ASC 360-10, “ Property, Plant and Equipment – Overall, Revenue Recognition The Company recognizes revenue in accordance with FASB ASC 606, “ Revenue from contracts with customers The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of FASB ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Stock Based Compensation Expense The Company records stock-based compensation in accordance with the provisions of FASB ASC 718, “ Accounting for Stock Compensation Convertible Debentures If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to FASB ASC 470-20 “ Debt with Conversion and Other Options Leases The Company accounts for leases in accordance with FASB ASC 842, “ Leases As permitted under FASB ASC 842, the Company has made an accounting policy election not to apply the recognition provisions to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. The Company did not have any short-term leases at March 31, 2022 and December 31, 2021. Foreign Currency Translation Assets and liabilities of CIE’s U.K. subsidiary are translated from pounds sterling to United States dollars at the exchange rate in effect at the consolidated balance sheet date. Income and expenses are translated at average exchange rates during the year. The translation adjustment for the reporting period is included in the Company’s consolidated statements of operations and comprehensive loss, and the cumulative effect of these adjustments are reported in the Company’s consolidated balance sheets as a cumulative translation adjustment within stockholders’ deficit. Net Income (Loss) Per Common Share The Company computes loss per common share, in accordance with FASB ASC 260, ” Earnings Per Share Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going concern
Going concern | 3 Months Ended |
Mar. 31, 2022 | |
Going concern | |
Going concern | (3) Going Concern As of March 31, 2022, the Company has accumulated operating losses of $3,536,109, has yet to commence operations and has no product sales related to its patented battery storage technology that was acquired on September 11, 2020, all of which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, the Company is currently addressing its liquidity issues by continually seeking investment capital through private placement of common stock and debt. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or be able to arrange for other financing to fund planned business activities. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property and Equipment | |
Property and Equipment | (4) Property and Equipment Property and equipment consisted of the following as of March 31, 2022 and December 31, 2021: Laboratory equipment $ 227,428 Total $ 227,428 Property and equipment has not been placed in service and, as such, there was no depreciation expense for the three months ended March 31, 2022 and 2021. |
Intellectual Property
Intellectual Property | 3 Months Ended |
Mar. 31, 2022 | |
Intellectual Property | |
Intellectual Property | (5) Intellectual Property Intellectual property at March 31, 2022 in the amount of $657,018 is net of a $33,412 impairment. The intellectual property includes various super capacitor technology patents that were acquired on September 11, 2020 for $309,783 as part of the ZapGo Ltd (“ZapGo”) acquisition, plus $380,647 of legal fees subsequently incurred directly related to these patents and additional patent applications. The Company has deferred amortizing the intellectual property until it begins revenue operations in order to more accurately match the expense with the revenue. As such, there was no amortization expense for the three months ended March 31, 2022 and 2021. |
Operating Lease RightofUse Asse
Operating Lease RightofUse Assets and Operating Lease Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Operating Lease RightofUse Assets and Operating Lease Liabilities | |
Operating Lease Right-of-Use Assets and Operating Lease Liabilities | (6) Operating Lease Right-of-Use Assets and Operating Lease Liabilities OXC entered into two third-party lease agreements for laboratory equipment. Both leases commenced on May 5, 2021, with one through April 5, 2023 and the other through May 5, 2023, with monthly rental payments of $1,221 and $605, respectively. In July 2021, OXC executed a thirty-six month non-cancellable operating lease for laboratory equipment. Monthly payments are approximately $4,600, including VAT, beginning August 1, 2021 through July 31, 2024. On August 2, 2021, OXC entered into a five year non-cancellable operating lease for laboratory space in Oxfordshire, England. The cost of this space is an average monthly rent of approximately $8,500 over the lease term, including VAT, plus utilities and a pro- rated share of any joint charges as reasonably determined by the landlord. Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. For the three months ended March 31, 2022, the Company recorded $41,753 as operating lease expense for these four leases, which is included in general and administrative expenses on the consolidated statements of operations and comprehensive loss. Right-of-use assets are summarized as follows: March 31, 2022 December 31, 2021 Operating leases $ 545,602 $ 545,602 Less: accumulated amortization (84,848 ) (55,421 ) Right-of-use assets, net $ 460,754 $ 490,181 Operating lease liabilities are summarized as follows: March 31, 2022 December 31, 2021 Operating leases $ 491,087 $ 509,139 Less: current portion (124,514 ) (107,915 ) Long-term portion $ 366,573 $ 401,224 Maturity of lease liabilities for the fiscal periods ending March 31 st 2023 $ 167,012 2024 156,631 2025 120,450 2026 109,200 2027 36,400 Total 589,693 Less: imputed interest (98,606 ) Lease liabilities $ 491,087 |
Payroll Taxes Payable
Payroll Taxes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Payroll Taxes Payable | |
Payroll Taxes Payable | (7) Payroll Taxes Payable On August 27, 2021, OXC entered into an installment payment arrangement with the HM Revenue & Customs (“HMRC”) in England for the payroll taxes balance due of $364,538 at June 30, 2021 plus approximately $54,600 for the July payroll tax liability. Payments are to be made in five monthly installments of approximately $76,120 beginning in October 2021 with the final installment due in March 2022 of approximately $38,600 plus any interest that will be due. This final balance was not paid when due and, as such, was added to the additional installment payment arrangement with the HMRC dated April 2, 2022. |
Due To Stockholders
Due To Stockholders | 3 Months Ended |
Mar. 31, 2022 | |
Due To Stockholders | |
Due To Stockholders | (8) Due to Stockholders The balance at March 31, 2022 and December 31, 2021 of $85,789 and $5,859, respectively, represents monies advanced to the Company by two stockholders, who are also officers, for working capital purposes. These amounts are unsecured, non-interest bearing and payable upon demand. As such, these balances have been classified as a current liability. |
Note Payable Related Party
Note Payable Related Party | 3 Months Ended |
Mar. 31, 2022 | |
Note Payable Related Party | |
Note Payable Related Party | (9) Note Payable Related Party On December 31, 2021, OXC executed a promissory note with an entity that is beneficially owned and controlled by the President of the Company, who is also a director and stockholder, in the amount of $585,000. This note is unsecured, accrues interest at a rate of 1.9% per annum and it is payable on demand. As such, this balance has been classified as a current liability at March 31, 2022. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable | |
Notes Payable | (10) Notes Payable On February 16, 2022, CIE received $75,000 pursuant to an additional promissory note with an unrelated party for working capital purposes. This note accrues interest at a rate of 3% per annum, is unsecured and is payable on demand. As such, this balance has been classified as a current liability at March 31, 2022. The $70,039 balance at December 31, 2021 was repaid during the quarter ended March 31, 2022. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity | |
Equity | (11) Equity Preferred Stock The Company has 1,000,000 Shares of Preferred Stock authorized with a par value of $0.0001. The Company has allocated 100,000 Shares for Series C Preferred, 100,000 Shares for Series D Preferred, 81,100 Shares for Series E Preferred, 100,000 Shares for Series F Preferred and 25 Shares for Series G Preferred. On January 10, 2022, the Company sold and issued .075 shares of Series G Convertible Preferred Stock at $100,000 per share for a total of $7,500. Series E · Convertible at option of holder; 1 preferred share is convertible into 1,000 common shares · The holders are entitled to receive dividends if and when declared. · The Series E holders are entitled to receive liquidation in preference to the common holders or any other class or series of preferred stock. · Voting: The Series E holders are entitled to vote together with the common holders as a single class representing 100 votes. Series F · Convertible at option of holder; 1 preferred share is convertible into $0.25 per share (4,000,000 common shares) · The holders are entitled to receive dividends if and when declared. · The Series F holders are entitled to receive liquidation in preference to the common holders but not above the Series E preferred stock. · Voting: The Series F holders are entitled to vote together with the common holders as a single class representing 100 votes. Series G · Each share is convertible at option of holder into 4,000,000 common shares · The holders are entitled to receive dividends if and when declared. · The Series G holders are entitled to receive liquidation in preference to the common holders and any subsequent issuances of preferred stock. · Voting: Each share of the Series G holders is entitled to 4,000,000 votes on all matters before the common stock shareholders. Series C · Convertible into common upon the Company completing a reverse stock split upon which the amount converted will equal 20% of the issued and outstanding common shares per the reverse split. · The holders are entitled to receive dividends on par with common on an as converted basis. · In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization. · Voting: The holder of this Series of Preferred shall be entitled to vote representing 20% of the votes eligible to be cast in the matter. Series D · Each share is convertible at option of holder into 12,938 common shares · Voting: Each share of the Series D holders is entitled to 12,938 votes on all matters before the common stock shareholders. The Company has evaluated each series of the Preferred Stock for proper classification under FASB ASC 480 “ Distinguishing Liabilities from Equity Derivatives and Hedging FASB ASC 480 generally requires liability classification for financial instruments that are certain to be redeemed, represent obligations to purchase shares of stock or represent obligations to issue a variable number of common shares. The Company concluded that each series of Preferred Stock was not within the scope of ASC 480 because none of the three conditions for liability classification was present. FASB ASC 815 generally requires an analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. However, in order to perform this analysis, the Company was first required to evaluate the economic risks and characteristics of each series of the Preferred Stock in its entirety as being either akin to equity or akin to debt. The Company’s evaluation concluded that each series of Preferred Stock was more akin to an equity-like contract largely due to the fact the financial instrument is not mandatorily redeemable for cash and the holders are not entitled to any dividends. Other features of the Preferred Stock that operate like equity, such as the conversion option and voting feature, afforded more evidence, in the Company’s view, that the instrument is more akin to equity. As a result, the embedded conversion features are clearly and closely related to their equity host instruments. Therefore, the embedded conversion features do not require bifurcation and classification as derivative liabilities. Common Stock The Company has 2,500,000,000 Shares of Common Stock authorized with a par value of $0.0001. As of March 31, 2022 and December 31, 2021 there are 558,349,670 and 533,549,670 shares issued and outstanding, respectively. From January 1, 2022 through March 31, 2022, the Company sold and issued 24,800,000 shares of restricted common stock to unrelated third parties in a series of private placements for $0.04 per share totaling $992,000. |
Income Tax Credits
Income Tax Credits | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Credits | |
Income Taxes | (12) Income Tax Credits The Company adopted the provisions of uncertain tax positions as addressed in FASB ASC 740-10-65-1. As a result of the implementation of FASB ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits. As of March 31, 2022, the Company had net operating loss carry forwards of $3,512,081 that may be available to reduce future years’ taxable income in varying amounts through 2036. Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a full valuation allowance equal to the deferred tax asset relating to these tax loss carry-forwards of approximately $740,000 and $625,000 as March 31, 2022 and December 31, 2021, respectively. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations and comprehensive loss. There were no interest or penalties accrued as of March 31, 2022 and December 31, 2021. The R&D income tax credits for the three months ended March 31, 2022 and 2021 were $73,363 and $103,043, respectively. The balance due from the HMRC for these R&D income tax credits as of March 31, 2022 and December 31, 2021 was $649,539 and $590,132, respectively. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and contingencies | |
Commitments and contingencies | (13) Commitments and Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, “ Contingencies” On March 31, 2021, CIE entered into an employment agreement with the Chief Executive Officer (“CEO”), who is also a director, for an initial term of one year with a base salary of $465,000 per annum paid in equal monthly installments, less applicable withholdings and deductions as required by law. The Company shall review the base salary on an annual basis and has the right, but not the obligation to increase it, but has no right to decrease the base salary. This agreement automatically extends for additional terms of one year unless either party gives at least six months prior written notice of non- renewal during the initial term or the then current renewal term. In addition, the CEO is entitled to receive an annual bonus up to $400,000 if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board of Directors. On April 12, 2021, CIE entered into an employment agreement with the Chief Financial Officer (“CFO”) who is also a director, for an initial term of one year with a base salary of $250,000 per annum paid in equal monthly installments, less applicable withholdings and deductions as required by law. The Company is also obligated to increase the base salary on an annual basis between $15,000 and $30,000 at the discretion of the Compensation Committee of the Board of Directors. The CFO is also entitled to receive a car allowance of $1,000 per month and five weeks paid vacation per year. This agreement automatically extends for additional terms of one year unless either party gives at least six months prior written notice of non-renewal during the initial term or the then current renewal term. In addition, the CFO is entitled to receive an annual bonus determined by the Compensation Committee of the Board of Directors. On February 23, 2022, OXC formally settled a legal dispute with the two former executives and directors of ZapGo Limited for compensation obligations post acquisition and agreed to an Ex Gratia Payment of $121,221 each. The total balances of $126,259 and $242,442 were included in accounts payable and accrued expenses on the consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively. The total balance of $242,442 was accrued and recorded in salaries and wages on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. |
Concentration of credit risks
Concentration of credit risks | 3 Months Ended |
Mar. 31, 2022 | |
Concentration of credit risks | |
Concentration of credit risks | (14) Concentration of Credit Risk The Company maintains cash balances in interest and non-interest bearing bank accounts, none of which exceeded federally insured limits as of March 31, 2022. The Company has not experienced any losses in any of its accounts and management believes not to be exposed to any significant credit risk on cash. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent events | |
Subsequent events | (15) Subsequent Events On April 2, 2022, OXC entered into an additional installment payment arrangement with HM Revenue & Customs in England for payroll taxes liabilities of approximately $277,000, including the $38,600 balance due from the previous installment payment arrangement. Payments were to be in made in four monthly installments of approximately $69,250 each beginning in May 2022 through August 2022, but were put on hold while the R&D income tax credits through March 31, 2022 were being processed by the HM Revenue & Customs. Although the R&D income tax credits were finalized and remitted to OXC on August 24, 2022, an updated installment payment arrangement has yet to be established with HM Revenue & Customs. On April 9, 2022, CIE received $250,000 pursuant to a promissory note dated March 6, 2022 with an unrelated party and an original principal amount of $275,000. This note accrues interest at a rate of 15% per annum and is payable on September 6, 2022. This note was not repaid on September 6, 2022 and is currently in default. However, the note holder has agreed to extend the maturity date to March 5, 2023. From May 3, 2022 through September 22, 2022, the Company sold 4,750,000 shares of restricted common stock to unrelated third parties in a series of private placements for $0.04 per share totaling $190,000. On June 19, 2022, the former CEO of COUV agreed to return 10,000,000 of the 15,600,000 shares of the Company’s common stock he received related to the investment in Medicevo in 2020 and the subsequent impairment of that investment as of June 30, 2021. On June 28, 2022, CIE received $125,000 pursuant to a promissory note with an unrelated party. This note accrues interest at a rate of 15% per annum and is payable on June 28, 2023. As of September 22, 2022, CIE has raised gross proceeds of $175,000 related to a private placement offering of convertible notes that expires on December 31, 2022. Each note accrues interest at a rate of 10% per annum and matures on June 15, 2024. The maximum offering is $7,000,000 and requires a minimum investment of $5,000 from only accredited investors. Each note provides its holder the right to acquire certain shares of CIE’s Equity Securities based on a future qualified financing. Each note will convert into shares of Equity Securities at a discount of twenty percent (20%) off the cash price paid per share for the Equity Securities by the new investors in the qualified financing. Management has evaluated subsequent events through October 11, 2022, the date the consolidated financial statements were available to be issued, and has determined that there are no other events that would require an adjustment to, or disclosure in, the consolidated financial statements as of March 31, 2022. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of significant accounting policies | |
Basis of Presentation and Consolidation | The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. GAAP 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 the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash | For financial statement presentation purposes, the Company considers all short-term investments with an original maturity date of three months or less to be cash equivalents. |
Inventory | Inventory, which consists substantially of raw materials, is stated at the lower of cost (first-in, first-out basis) or market (net realizable value). The inventory is valued at the end of each fiscal period for the purpose of determining if a reserve for obsolescence needs to be recorded. There is no reserve for obsolescence as of March 31, 2022 and December 31, 2021. |
Property and Equipment | Property and equipment is stated at cost. Maintenance and repairs are expensed as incurred. Upon sale or disposition of assets, any gain or loss is included in the statement of operations. The cost of property and equipment is depreciated using the straight line method over the estimated useful lives of the assets when placed in service, which range from three to seven years. |
Income Taxes | The Company has adopted Financial Accounting Standards Board (“FASB”) Account Standards Codification (“ASC”) 740-10, “ Accounting for Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination. OXC accrues research and development (“R&D”) tax credits payable by the HM Revenue and Customs (“HMRC”) in England based on 14.50% of qualified R&D payroll costs. OXC, at its sole discretion, can elect to forego the tax credit and carryforward the qualified R&D payroll costs to offset future taxable income in the England. |
Intellectual Property | The Company’s intangible assets consist of patents on its technology, recorded at cost. Cost is based on third party expenditures for patent acquisitions and applications. OXC will begin amortizing the intangibles over their estimated remaining useful life when it begins revenue-producing activities. OXC will determine the useful lives of its intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors that will be considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. |
Impaitrment of Long-lived Assets | Potential impairments of long-lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with ASC 360-10, “ Property, Plant and Equipment – Overall, |
Revenue Recognition | The Company recognizes revenue in accordance with FASB ASC 606, “ Revenue from contracts with customers The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of FASB ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. |
Stock Based Compensation Expenses | The Company records stock-based compensation in accordance with the provisions of FASB ASC 718, “ Accounting for Stock Compensation |
Convertible Debentures | If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to FASB ASC 470-20 “ Debt with Conversion and Other Options |
Leases | The Company accounts for leases in accordance with FASB ASC 842, “ Leases As permitted under FASB ASC 842, the Company has made an accounting policy election not to apply the recognition provisions to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. The Company did not have any short-term leases at March 31, 2022 and December 31, 2021. |
Foreign Currency Translation | Assets and liabilities of CIE’s U.K. subsidiary are translated from pounds sterling to United States dollars at the exchange rate in effect at the consolidated balance sheet date. Income and expenses are translated at average exchange rates during the year. The translation adjustment for the reporting period is included in the Company’s consolidated statements of operations and comprehensive loss, and the cumulative effect of these adjustments are reported in the Company’s consolidated balance sheets as a cumulative translation adjustment within stockholders’ deficit. |
Net Income (Loss) Per Common Share | The Company computes loss per common share, in accordance with FASB ASC 260, ” Earnings Per Share |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property and Equipment | |
Property and Equipment | Laboratory equipment $ 227,428 Total $ 227,428 |
Operating Lease RightofUse As_2
Operating Lease RightofUse Assets and Operating Lease Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Operating Lease RightofUse Assets and Operating Lease Liabilities | |
Schedule of right of use assets | March 31, 2022 December 31, 2021 Operating leases $ 545,602 $ 545,602 Less: accumulated amortization (84,848 ) (55,421 ) Right-of-use assets, net $ 460,754 $ 490,181 |
Schedule of opearting lease liabilites | March 31, 2022 December 31, 2021 Operating leases $ 491,087 $ 509,139 Less: current portion (124,514 ) (107,915 ) Long-term portion $ 366,573 $ 401,224 |
Summary 0f maturity of lease liabilities | 2023 $ 167,012 2024 156,631 2025 120,450 2026 109,200 2027 36,400 Total 589,693 Less: imputed interest (98,606 ) Lease liabilities $ 491,087 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of significant accounting policies | |
Ownership percentage | 50% |
Lease term | 12 years |
Going concern (Details Narrativ
Going concern (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Going concern | ||
Accumulated deficit | $ (3,536,109) | $ (2,976,773) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property and equipment, net | $ 227,428 | $ 187,156 |
Property and equipment, gross | 227,428 | $ 187,156 |
Laboratory equipment [Member] | ||
Property and equipment, gross | $ 227,428 |
Intellectual Property (Details
Intellectual Property (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Sep. 11, 2020 | |
Intellectual Property (Details Narrative) | ||
Intellectual Property | $ 657,018 | |
Impairment cost | 33,412 | |
Super capacitor technology patents | $ 309,783 | |
Legal fees | $ 380,647 |
Operating Lease RightofUse As_3
Operating Lease RightofUse Assets and Operating Lease Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | |
May 05, 2021 | Aug. 01, 2021 | Mar. 31, 2022 | Aug. 02, 2021 | |
Monthly rental payment | $ 4,600 | $ 8,500 | ||
Interest rate | 10% | |||
Operating lease expense | $ 41,753 | |||
April 5, 2023 | ||||
Monthly rental payment | $ 1,221 | |||
May 5, 2023 | ||||
Monthly rental payment | $ 605 |
Operating Lease RightofUse As_4
Operating Lease RightofUse Assets and Operating Lease Liabilities (Details 1) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Going concern | ||
Operating leases | $ 545,602 | $ 545,602 |
Less: accumulated amortization | 84,848 | 55,421 |
Right-of-use assets, net | $ 460,754 | $ 490,181 |
Operating Lease RightofUse As_5
Operating Lease RightofUse Assets and Operating Lease Liabilities (Details 2) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Going concern | ||
Operating leases | $ 491,087 | $ 509,139 |
Less: current portion | 124,514 | 107,915 |
Long-term portion | $ 366,573 | $ 401,224 |
Operating Lease RightofUse As_6
Operating Lease RightofUse Assets and Operating Lease Liabilities (Details 3) | Mar. 31, 2022 USD ($) |
Going concern | |
2023 | $ 167,012 |
2024 | 156,631 |
2025 | 120,450 |
2026 | 109,200 |
2027 | 36,400 |
Total | 589,693 |
Less: imputed interest | (98,606) |
Lease liabilities | $ 491,087 |
Payroll Taxes Payable (Details
Payroll Taxes Payable (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | |||
Mar. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | |
Interest due | $ 38,600 | ||||
Payroll taxes due | $ 330,822 | $ 398,299 | |||
August 27, 2021 [Member] | HM Revenue and Custioms [Member] | |||||
Payroll taxes due | $ 364,538 | ||||
Payroll tax liability | $ 54,600 | ||||
Monthly installments | $ 76,120 |
Due To Stockholders (Details Na
Due To Stockholders (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Equity | ||
Due to stockholders | $ 85,789 | $ 5,859 |
Note Payable Related Party (Det
Note Payable Related Party (Details Narrative) - Oxcion Limited [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Promissory note amount | $ 585,000 | |
Accrued interest rate | 1.90% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 31, 2022 | Feb. 16, 2022 |
Property and Equipment (Details) | ||
Due liability repaid | $ 70,039 | |
CIE received | $ 75,000 | |
Accrued interest | 3% |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
preferred stock share authorized | 1,000,000 | 1,000,000 |
Preferred Stock Share par value | $ 0.0001 | |
Common stock share authorized | 2,500,000,000 | 2,500,000,000 |
Common stock share at par value | $ 0.0001 | $ 0.0001 |
Common stock share issued | 558,349,670 | 533,549,670 |
Common stock share outstanding | 558,349,670 | 533,549,670 |
Series E Preferred Stock [Member] | ||
preferred stock share authorized | 81,100 | 81,100 |
Preferred Stock Share issued | 81,032 | 81,032 |
Preferred Stock Share outstanding | 81,032 | 81,032 |
Preferred stock, shares allocated | 81,100 | |
Voting rights shares | 100 | |
Conversion, Description | 1 preferred share is convertible into 1,000 common shares | |
Series F Preferred Stock [Member] | ||
preferred stock share authorized | 100,000 | 100,000 |
Preferred Stock Share issued | 100,000 | 100,000 |
Preferred Stock Share outstanding | 100,000 | 100,000 |
Preferred stock, shares allocated | 100,000 | |
Voting rights shares | 100 | |
Conversion, Description | 1 preferred share is convertible into $0.25 per share (4,000,000 common shares) | |
Series C Preferred Stock [Member] | ||
preferred stock share authorized | 100,000 | 100,000 |
Preferred Stock Share issued | 0 | 0 |
Preferred Stock Share outstanding | 0 | 0 |
Preferred stock, shares allocated | 100,000 | |
Reverse stock split | 20% | |
Voting rights | 20% | |
Series D Preferred Stock [Member] | ||
preferred stock share authorized | 100,000 | 100,000 |
Preferred Stock Share issued | 100,000 | 100,000 |
Preferred Stock Share outstanding | 100,000 | 100,000 |
Preferred stock, shares allocated | 100,000 | |
Voting rights shares | 12,938 | |
Conversion of preferred stock into common shares | 12,938 | |
Series G Preferred Stock [Member] | ||
preferred stock share authorized | 25 | 25 |
Preferred Stock Share issued | 20 | 20 |
Preferred Stock Share outstanding | 20 | 0 |
Preferred stock, shares allocated | 25 | |
Voting rights shares | 4,000,000 | |
Conversion of preferred stock into common shares | 4,000,000 | |
Common Stock [Member] | Private Placement [Member] | ||
Common stock share at par value | $ 0.04 | |
Restricted common stock share sold | 24,800,000 | |
Restricted common stock sold | $ 992,000 |
Income Tax Credits (Details Nar
Income Tax Credits (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Net operating loss carry forwards | $ 3,512,081 | ||
Potential Tax Benefit Expiration Year | 2036 | ||
Deferred tax asset | $ 740,000 | $ 625,000 | |
Income tax credits due | 649,539 | 590,132 | |
Interest or penalties accrued | 0 | $ 0 | |
R & D [Member] | |||
Income tax credits | $ 73,363 | $ 103,043 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 31, 2022 | Feb. 23, 2022 | Dec. 31, 2021 | Apr. 12, 2021 | Mar. 31, 2021 |
Base salary | $ 250,000 | $ 465,000 | |||
compensation obligations expenses | $ 121,221 | ||||
Amount included in account payable | $ 126,259 | ||||
Accrued amount recoreded in salary and wages | $ 242,442 | ||||
Annual bonus | $ 400,000 | ||||
Allowance | 1,000 | ||||
Minimum [Member] | |||||
Increase base salary minimum | 15,000 | ||||
Maximum [Member] | |||||
Increase base salary maximum | $ 30,000 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | 1 Months Ended | 5 Months Ended | ||||||
Sep. 22, 2022 | Jun. 19, 2022 | Sep. 22, 2022 | Jun. 28, 2022 | Apr. 09, 2022 | Apr. 02, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Common stock, shares par value | $ 0.0001 | $ 0.0001 | ||||||
Subsequent Event [Member] | ||||||||
Payroll taxes liabilities | $ 277,000 | |||||||
Monthly installments | $ 69,250 | |||||||
Convertible note offering | $ 175,000 | $ 175,000 | ||||||
Convertible note expires | December 31, 2022 | |||||||
Restricted common stock sold and issued | 4,750,000 | |||||||
Restricted common stock sold | $ 190,000 | |||||||
Common stock, shares par value | $ 0.04 | $ 0.04 | ||||||
Interest rate | 10% | 10% | 15% | 15% | ||||
Maturity date | June 15, 2024 | |||||||
Promissory note | $ 125,000 | $ 250,000 | ||||||
Unrelated party and an original principal amount | $ 275,000 | |||||||
Return shares description | former CEO of COUV agreed to return 10,000,000 of the 15,600,000 shares of the Company’s common stock he received related to the investment in Medicevo in 2020 and the subsequent impairment of that investment as of June 30, 2021 | |||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||
Convertible note offering Maximum | $ 7,000,000 | $ 7,000,000 | ||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||
Convertible note offering Minimum | $ 5,000 | $ 5,000 |