Vicapsys Life Sciences (VICP) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-56145
Entity Registrant Name	VICAPSYS LIFE SCIENCES, INC.
Entity Central Index Key	0001468639
Entity Tax Identification Number	91-1930691
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	7778 Mcginnis Ferry Rd. #269
Entity Address, City or Town	Suwanee
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30024
City Area Code	(972)
Local Phone Number	891-8033
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		32,071,299

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 53,532	$ 14,097
Prepaid expenses	52,280	7,483
Deferred offering costs	102,674	50,441
Total Current Assets	208,486	72,021
Total Assets	208,486	72,021
Current Liabilities:
Accounts payable	673,179	635,183
Accounts payable, related parties	446,621	272,317
Accrued salaries, related party	115,312	115,312
Short-term note payable	36,789
Convertible note payable, net of debt discount	270,463
Total Current Liabilities	1,542,364	1,022,812
Stockholders’ Deficit:
Common Stock, par value $0.001; 300,000,000 shares authorized; 32,071,299 and 31,188,460 shares issued and outstanding, respectively	32,071	31,188
Common stock to be issued, par value $0.001; 0 and 727,281 shares outstanding, respectively		727
Additional paid-in capital	14,335,776	14,135,257
Accumulated deficit	(15,701,725)	(15,117,963)
Total Stockholders’ Deficit	(1,333,878)	(950,791)
Total Liabilities and Stockholders’ Deficit	208,486	72,021
Series A Preferred Stock [Member]
Stockholders’ Deficit:
Series B Convertible Preferred Stock; par value $0.001; 4,440,000 shares authorized; -0- shares issued and outstanding
Series B Preferred Stock [Member]
Stockholders’ Deficit:
Series B Convertible Preferred Stock; par value $0.001; 4,440,000 shares authorized; -0- shares issued and outstanding

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 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 or stated value per share	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	32,071,299	31,188,460
Common stock, shares outstanding	32,071,299	31,188,460
Common stock to be issued, par value	$ 0.001	$ 0.001
Common stock to be issued, shares outstanding	0	727,281
Series A Preferred Stock [Member]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	4,440,000	4,440,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues
Operating Expenses:
Personnel costs	69,181	30,470	200,125	91,754
Research and development expenses, related party	3,267	3,097	15,267	13,097
Professional fees	76,050	99,257	240,303	346,124
General and administrative expenses	26,925	12,257	64,076	41,210
Total operating expenses	175,423	145,081	519,771	492,185
Loss from operations	(175,423)	(145,081)	(519,771)	(492,185)
Other (Expenses):
Interest expense	(9,954)		(10,660)
Financing costs	(54,963)		(56,878)
Total other expenses	(64,917)		(67,538)
Loss before income taxes	(240,340)	(145,081)	(587,309)	(492,185)
Income taxes
Net loss	(240,340)	(145,081)	(587,309)	(492,185)
Deemed dividend on warrant modification		(3,548)		(3,548)
Net loss available to common stockholders	$ (240,340)	$ (148,629)	$ (587,309)	$ (495,733)
Net loss per common share:
Basic	$ (0.01)	$ 0	$ (0.02)	$ (0.02)
Diluted	$ (0.01)	$ 0	$ (0.02)	$ (0.02)
Weighted average common shares outstanding:
Basic	34,405,105	31,188,461	34,405,105	30,372,261
Diluted	34,405,105	31,188,461	34,405,105	30,372,261

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Common Stock to be Issued [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 19,747	$ 12,068	$ 13,976,159	$ (14,129,625)	$ (121,651)
Beginning balance, shares at Dec. 31, 2021	19,747,283	12,067,458
Common stock issued from common stock to be issued	$ 11,441	$ (11,441)
Common stock issued for common stock to be issued, shares	11,441,177	(11,441,177)
Stock-based compensation expense			1,081		1,081
Net loss				(167,047)	(167,047)
Ending balance, value at Mar. 31, 2022	$ 31,188	$ 627	13,977,240	(14,296,672)	(287,617)
Ending balance, shares at Mar. 31, 2022	31,188,460	626,281
Beginning balance, value at Dec. 31, 2021	$ 19,747	$ 12,068	13,976,159	(14,129,625)	(121,651)
Beginning balance, shares at Dec. 31, 2021	19,747,283	12,067,458
Net loss					(492,185)
Ending balance, value at Sep. 30, 2022	$ 31,188	$ 727	14,073,164	(14,480,276)	(520,278)
Ending balance, shares at Sep. 30, 2022	31,188,460	726,281
Beginning balance, value at Mar. 31, 2022	$ 31,188	$ 627	13,977,240	(14,296,672)	(287,617)
Beginning balance, shares at Mar. 31, 2022	31,188,460	626,281
Stock-based compensation expense			1,081		1,081
Net loss				(180,056)	(180,056)
Ending balance, value at Jun. 30, 2022	$ 31,188	$ 627	13,978,321	(14,476,728)	(466,592)
Ending balance, shares at Jun. 30, 2022	31,188,460	626,281
Stock-based compensation expense			41,395		41,395
Net loss					(145,081)
Adjustment of expiration date on certain warrants			3,548	(3,548)
Common stock issued from warrant exercise		$ 100	49,900		50,000
Common stock issued from warrant exercise, shares		100,000
Ending balance, value at Sep. 30, 2022	$ 31,188	$ 727	14,073,164	(14,480,276)	(520,278)
Ending balance, shares at Sep. 30, 2022	31,188,460	726,281
Beginning balance, value at Dec. 31, 2022	$ 31,188	$ 727	14,131,709	(15,117,963)	(950,791)
Beginning balance, shares at Dec. 31, 2022	31,188,460	727,281
Stock-based compensation expense			20,697		20,697
Net loss				(211,277)	(211,277)
Ending balance, value at Mar. 31, 2023	$ 31,188	$ 727	14,152,406	(15,325,692)	(1,144,919)
Ending balance, shares at Mar. 31, 2023	31,188,460	727,281
Beginning balance, value at Dec. 31, 2022	$ 31,188	$ 727	14,131,709	(15,117,963)	(950,791)
Beginning balance, shares at Dec. 31, 2022	31,188,460	727,281
Net loss					(587,309)
Ending balance, value at Sep. 30, 2023	$ 32,071	$ 0	14,335,776	(15,701,725)	(1,333,878)
Ending balance, shares at Sep. 30, 2023	32,071,299
Beginning balance, value at Mar. 31, 2023	$ 31,188	$ 727	14,152,406	(15,325,692)	(1,144,919)
Beginning balance, shares at Mar. 31, 2023	31,188,460	727,281
Net loss				(135,693)	(135,693)
Common stock to be issued pursuant to private placement completed in April 2023		$ 400	99,600		100,000
Common stock to be issued pursuant to private placement completed in April 2023, shares		400,000
Common stock to be issued per loan commitment		$ 329	83,197		83,526
Common stock to be issued per loan commitment, shares		328,571
Ending balance, value at Jun. 30, 2023	$ 31,188	$ 1,456	14,335,203	(15,461,385)	(1,093,538)
Ending balance, shares at Jun. 30, 2023	31,188,460	1,455,852
Common stock issued from common stock to be issued	$ 883	$ (829)	(54)
Common stock issued for common stock to be issued, shares	882,839	(828,571)
Net loss				(240,340)	(240,340)
Common stock cancelled from common stock to be issued		$ (627)	627
Stock issued during period shares common stock cancelled fom common stock to be issued		(627,281)
Ending balance, value at Sep. 30, 2023	$ 32,071	$ 0	$ 14,335,776	$ (15,701,725)	$ (1,333,878)
Ending balance, shares at Sep. 30, 2023	32,071,299

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (240,340)	$ (211,277)	$ (145,081)	$ (167,047)	$ (587,309)	$ (492,185)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible asset						23,468
Stock-based compensation					20,697	43,557
Amortization of debt discount					63,639
Changes in operating assets and liabilities:
Prepaid Expenses					(44,797)	(4,040)
Accounts payable					37,996	84,116
Accounts payable, related parties					174,304	103,999
Net Cash Used in Operating Activities					(335,470)	(241,085)
Cash Flows from Financing Activities:
Proceeds from exercise of warrants						50,000	$ 50,000
Proceeds from private placement					100,000
Proceeds from short-term note payable					36,789
Proceeds from short-term convertible note					290,349
Deferred offering costs					(52,233)
Net Cash Provided By Financing Activities					374,905	50,000
Net increase (decrease) in Cash					39,435	(191,085)
Cash, Beginning of period		$ 14,097		$ 217,295	14,097	217,295	217,295
Cash, End of period	$ 53,532		$ 26,210		53,532	26,210	$ 14,097
Supplementary Cash Flow Information
Cash paid for interest					10,660
Cash paid for taxes					456
Supplementary Non-Cash Flow Information
Original issuance discount					83,526
Debt discount					$ 26,400

ORGANIZATION

ORGANIZATION	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	NOTE 1 - ORGANIZATION Business Vicapsys Life Sciences, Inc. (“VLS”) was incorporated in the State of Florida on July 8, 1997 under the name All Product Distribution Corp. On August 19, 1998, the Company changed its name to Phage Therapeutics International, Inc. On November 13, 2007, the Company changed its name to SSGI, Inc. On December 22, 2017, pursuant to a Share Exchange Agreement (the “Exchange Agreement”) by and among VLS, Michael W. Yurkowsky, ViCapsys, Inc. (“VI”) and the shareholders of VI, a private company, VI became a wholly owned subsidiary of VLS. We refer to VLS and VI together as the “Company”. VLS serves as the holding company for VI. Other than its interest in VI, VLS does not have any material assets or operations. Per the schedule 14C filed on July 28, 2023, on July 28, 2023, stockholders of the Company approved a reverse split in the range from 1-for-2 to 1-for-50, with the Board of Directors able to pick the ratio or abandon the split The Company’s strategy is to develop and commercialize, on a worldwide basis, various intellectual property rights (patents, patent applications, know how, etc.) relating to a series of encapsulated products that incorporate proprietary derivatives of the chemokine CXCL12 for creating a zone of immunoprotection around cells, tissues, organs and devices for therapeutic purposes. The product name VICAPSYN™ is the Company’s proprietary product line that is applied to transplantation therapies and related stem-cell applications in the transplantation field.

GOING CONCERN AND MANAGEMENT_S

GOING CONCERN AND MANAGEMENT’S PLANS	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN AND MANAGEMENT’S PLANS	NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which assumes the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company experienced a net loss of $ 587,309 1,333,878 15,701,725 In March 2020, the World Health Organization declared the novel COVID-19 virus as a global pandemic. The COVID-19 outbreak in the United States continued to negatively impact to the Company’s ability to secure additional debt or equity funding to support operations in 2022 and 2023. In 2022, the Company received proceeds of $ 50,000 100,000 400,000 330,000 26,400 290,350 83,526

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements in this report have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s consolidated annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with a reading of the Company’s consolidated audited financial statements and notes thereto for the year ended December 31, 2022, filed with the Company’s annual report on Form 10-K with the Securities and Exchange Commission (the “SEC”) on April 14, 2023. Interim results of operations for the three and nine months ended September 30, 2023, and 2022, are not necessarily indicative of future results for the full year. The unaudited consolidated financial statements of the Company include the consolidated accounts of VLS and its wholly owned subsidiary VI. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates included in the financial statements, include useful the life of intangible assets, valuation allowance for deferred tax assets and non-cash equity transactions and stock-based compensation. Cash The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. The Company held no Intangible Assets Costs of intangible assets are accounted for through the capitalization of those costs incurred in connection with developing or obtaining such assets. Capitalized costs are included in intangible assets in the unaudited consolidated balance sheets. The Company’s intangible assets consist of costs incurred in connection with securing an Exclusive Patent License Agreement with The General Hospital Corporation, d/b/a Massachusetts General Hospital (“MGH”), as amended (the “License Agreement”). These costs are being amortized over the term of the License Agreement which is based on the remaining patent life of the related patents being licensed. In 2022, due to the combination of not having met certain due diligence requirements per the License Agreement, and the Company not raising sufficient capital necessary to maintain regular research and development activities in 2022, the Company reviewed the MGH license agreement for possible impairment. The Company concluded an impairment of the License Agreement existed due to there being no projected undiscounted future net cash flows derived from the asset (See Note 4). Deferred Offering Costs The Company capitalizes expenses incurred in connection with efforts to up list to a National Stock Exchange. The Company incurred $ 33,585 52,233 102,674 Long-Lived Assets The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. In 2022, management reviewed the Company’s long-lived assets and concluded an impairment of the License Agreement existed as of December 31, 2022 due to there being no projected undiscounted future net cash flows derived from the asset (See Note 4). Fair Value of Financial Instruments ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2023. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities, payables with related parties, and debt discounts approximate their fair values because of the short maturity of these instruments. Revenue Recognition Revenue recognition is accounted for under ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company’s contracts with customers are generally on a contract and work order basis and represent obligations that are satisfied at a point in time, as defined in the new guidance, generally upon delivery or has services are provided. Accordingly, revenue for each sale is recognized when the Company has completed its performance obligations. Any costs incurred before this point in time, are recorded as assets to be expensed during the period the related revenue is recognized. The Company did not generate any revenue for the three and nine months ended September 30, 2023, and 2022. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation, Improvements to Employee Share-Based Payment Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. The Company incurred $ 3,267 15,267 3,097 13,097 Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period using the treasury stock method and as-if converted method. As of September 30, 2023, and 2022, the Company’s dilutive securities are convertible into 3,000,000 3,396,281 The following table represents the classes of dilutive securities as of September 30, 2023, and 2022: SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE September 30, 2023 September 30, 2022 Common stock to be issued — 726,281 Stock options 2,670,000 2,670,000 Convertible Debt 330,000 — Anti-dilutive securities 3,000,000 3,396,281 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2023, and 2022.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 4 – INTANGIBLE ASSETS The Company’s intangible assets consist of costs incurred in connection with the License Agreement with MGH (See Note 5). The consideration paid for the rights included in the License Agreement was in the form of common stock shares which resulted in MGH receiving approximately 20 16 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment (“ASC 360”) requires that a company recognize an impairment loss if, and only if, the carrying amount of a long-lived asset is not recoverable based on the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset, and if the carrying amount exceeds the asset’s fair value. Per ASC 360, a long-lived asset should be tested for recoverability whenever events or changes in circumstances indicate that its’ carrying amount may not be recoverable. In 2022, due to the combination of not having met certain due diligence requirements per the License Agreement, and the Company not raising sufficient capital necessary to maintain regular research and development activities in 2022, the Company reviewed the MGH license agreement for possible impairment as of December 31, 2022 by evaluating whether the anticipated future benefit and estimated undiscounted cashflows of the license agreement exceeded the carrying value of the intangible asset of approximately $ 348,000 The Company concluded an impairment of the license agreement existed as of December 31, 2022 due to there being no projected undiscounted future net cash flows derived from the asset. As such, the Company wrote off the carrying value of the asset as of December 31, 2022. The Company did not incur any amortization expense related to the License Agreement for the three and nine months ended September 30, 2023. The Company recognized $ 7,822 23,468

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS Consulting Agreements On November 5, 2021, the Company entered into a Consulting Agreement (the “Poznansky Agreement”) with Mark Poznansky, MD, a minority stockholder and former Director. The Company engaged Dr. Poznansky to render consulting services with respect to informing, guiding, and supervising the development of antagonists to immune repellents or anti-fugetaxins for the treatment of cancer. The initial term of the Poznansky Agreement was for six months (the “Initial Term”), which was extended indefinitely, and the Company agreed to pay the Consultant $ 2,000 6,000 18,000 35,500 26,000 MGH License Agreement On May 8, 2013, VI and MGH, a principal stockholder (see Note 6), entered into the License Agreement, pursuant to which MGH granted to the Company, in the field of coating and transplanting cells, tissues and devices for therapeutic purposes, on a worldwide basis: (i) an exclusive, royalty-bearing license under its rights in Patent Rights (as defined in the License Agreement) to make, use, sell, lease, import and transfer Products and Processes (each as defined in the License Agreement); (ii) a non-exclusive, sub-licensable (solely in the License Field and License Territory (each as defined in the License Agreement)) royalty-bearing license to Materials (as defined in the License Agreement) and to make, have made, use, have used, Materials for only the purpose of creating Products, the transfer of Products and to use, have used and transfer processes; (iii) the right to grant sublicenses subject to and in accordance with the terms of the License Agreement, and (iv) the nonexclusive right to use technological information (as defined in the License Agreement) disclosed by MGH to the Company under the License Agreement, all subject to and in accordance with the License Agreement (the “License”). As amended by the Ninth Amendment to the License Agreement on May 30, 2023 (“Effective Date”), which adds to the due diligence requirements as amended by Eighth Amendment to the License Agreement, requires that within one year of the Ninth Amendment Effective Date, the Company shall submit a research and development plan for the patent rights associated with MGH 24644 with mutually acceptable diligence requirements to be added by amendment to the Agreement for development of the product or process for the therapy and/ or prophylaxis of a human disorder in the license field. As amended by the Eighth Amendment to the License Agreement on March 14, 2022 (“Effective Date”), which replaces the prior pre-sales due diligence requirements in their entirety, the License Agreement requires that the Company satisfy the following requirements prior to the first sale of Products (“MGH License Milestones”), by certain dates. Pre-Sales Diligence Requirement: (x) The Company shall provide a detailed business plan and development plan by June 1 st (xi) The Company shall raise $ 2 st 2 (xii) The Company shall raise an additional $ 8 st (xiii) The Company shall initiate research regarding the role of CXCL12 in beta cell function and differentiation by January 1 st (xiv) The Company shall initiate diabetic non-human primate studies using cadaveric islets encapsulated in the CXCL12 technology by March 1 st (xv) The Company shall initiate research regarding other applications of the CXCL12 platform by June 1 st (xvi) The Company shall initiate a Phase I clinical trial of a Product or Process by March 1 st (xvii) The Company shall initiate a Phase II clinical trial of a Product or Process within thirteen (13) years from Effective Date. (xviii) The Company shall initiate Phase III clinical trial of a Product or Process within sixteen (16) years from Effective Date. Additionally, as amended by the Eighth Amendment to the License Agreement on March 14, 2022, which replaces the prior post-sales due diligence requirements in their entirety, the License Agreement requires that the Company satisfy the following requirements post-sales of Products (“MGH License Milestones”), by certain dates. Post-Sales Diligence Requirements: (i) The Company shall itself or through an Affiliate or Sublicensee make a First Commercial Sale within the following countries and regions in the License Territory within eighteen (18) years after the Effective Date of this Agreement: US and Europe and China or Japan. (ii) Following the First Commercial Sale in any country in the License Territory, Company shall itself or through its Affiliates and/or Sublicensees use commercially reasonable efforts to continue to make Sales in such country without any elapsed time period of one (1) year or more in which such Sales do not occur due to lack such efforts by Company. In consideration of the update to the diligence milestones, the Company shall pay the following Annual Minimum Royalty payments: (i) Prior to the First Commercial Sale, the Company shall pay to MGH a non-refundable annual license fee of ten thousand dollars ($ 10,000 (ii) Following the First Commercial Sale, Company shall pay MGH a non-refundable annual minimum royalty in the amount of one hundred thousand dollars United States Dollars ($ 100,000 The License Agreement also requires VI to pay to MGH a 1 The License Agreement additionally requires VI to pay to MGH a $ 1.0 The License Agreement expires on the later of (i) the date on which all issued patents and filed patent applications within the Patent Rights have expired (November 2033) or have been abandoned, and (ii) one year after the last sale for which a royalty is due under the License Agreement. The License Agreement also grants MGH the right to terminate the License Agreement if VI fails to make any payment due under the License Agreement or defaults in the performance of any of its other obligations under the License Agreement, subject to certain notice and rights to cure set forth therein. MGH may also terminate the License Agreement immediately upon written notice to VI if VI: (i) shall make an assignment for the benefit of creditors; or (ii) or shall have a petition in bankruptcy filed for or against it that is not dismissed within 60 days of filing. As of the date of this filing, this License Agreement remains active and the Company has not received any termination notice from MGH. VI may terminate the License Agreement prior to its expiration by giving 90 days’ advance written notice to MGH, and upon such termination shall, subject to the terms of the License Agreement, immediately cease all use and sales of Products and Processes. The Company incurred costs to MGH of $ 3,267 15,267 3,097 13,097 18,364 3,097 During the three and nine months ended September 30, 2023, and 2022, there have not been any sales of Product or Process under this License Agreement. Accounts Payable, related parties and Accrued Salaries, related party The Company incurred director fees of $ 62,500 187,500 30,000 90,000 248,058 144,000 The Company incurred consulting fees of $ 22,500 67,500 135,700 99,000 In August 2020, Frances Tonneguzzo, the Company’s Chief Executive Officer (the “former CEO”) tendered her resignation as CEO. For the three and nine months ended September 30 2023, and 2022, the Company did not incur any expenses to the former CEO. As of September 30, 2023, and December 31, 2022, $ 115,312

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6– COMMITMENTS AND CONTINGENCIES Legal Matters The Company is not aware of any material, existing or pending legal proceedings against the Company, nor is it involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. MGH License Agreement As discussed in Note 5, the Company executed a License Agreement with MGH. Prior to the first commercial sale, the License Agreement requires the Company to pay MGH a non-refundable annual license fee of $ 10,000 100,000 The License Agreement also requires VI to pay to MGH a 1 The License Agreement additionally requires VI to pay to MGH a $ 1.0 18,364 3,097 Consulting Agreements On January 12, 2022, the Company entered into a Consulting Agreement (the “Donohoe Agreement”) with Donohoe Advisory Associates, LLC. (the “Consultant”). The Company engaged the Consultant to provide assistance and advice to the Company in support of the Company’s efforts to obtain a listing on a national securities exchange. The Company agreed to pay the Consultant a retainer fee of $ 17,500 6,820 0 10,680 10,000 10,000 On March 7, 2022, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Alpha IR Group, LLC. (the “Consultant”). The Company engaged the Consultant to provide consulting, investor relations, and corporate and transaction communication related services. The initial term of the Consulting Agreement was for three months (the “Initial Term”) beginning March 1, 2022, and the Company agreed to pay compensation equal to the sum of $ 50,000 0 24,000 0 50,000 74,000 Employment Agreement The Company has an employment agreement with Federico Pier, the Company’s Chief Executive Officer and Chairman of the Board. Pursuant to the terms of the employment agreement, Mr. Pier will receive a $ 100,000 8 (i) representing 1% of the Company’s fully diluted equity as of the payment date (the “Initial Equity Payment”) if the Company achieves a market capitalization of at least $250 million for sixty consecutive days during the Term (the “Initial Market Capitalization Target”); and (ii) representing the difference between 2% of the Company’s fully diluted equity as of the payment date and the amount of Initial Equity Payment (the “Subsequent Equity Payment” and, together with Initial Equity Payment, “Equity Payments”) if the Company achieves a market capitalization of at least $500 million for sixty consecutive days during the Term (the “Subsequent Market Capitalization Target” and, together with Initial Market Capitalization Target, “Market Capitalization Targets”), such that Mr. Pier has, in the aggregate, received shares of common stock of the Company representing 2% of the Company’s fully diluted equity as of the date of payment of Subsequent Equity Payment. On January 1, 2022, the Company entered into a consulting agreement (the “Toneguzzo Agreement”) with Frances Toneguzzo, Ph.D., the Company’s former CEO. Pursuant to the one-year term of the Toneguzzo Agreement in exchange for services in leading the research and development teams and laboratory work, the consultant received $ 5,000 40,000

SHORT-TERM LIABILITIES

SHORT-TERM LIABILITIES	9 Months Ended
	Sep. 30, 2023
Short-term Liabilities
SHORT-TERM LIABILITIES	NOTE 7 – SHORT-TERM LIABILITIES Convertible Note Payable As discussed in Note 2, on June 27, 2023, the Board of Directors approved a resolution authorizing the Company to obtain a secured six-month term loan for the principal amount of $ 330,000 Original Issuance Discount The principal face value of the loan is $ 330,000 26,400 303,600 10 18 December 27, 2023 26,400 13,250 19,825 20,486 Debt Discount To secure the convertible note, the Company paid a commitment fee of $ 83,526 328,571 83,526 41,763 43,153 The balance of the convertible note as of September 30, 2023 was $ 270,465 , which is presented net of aggregate debt discount of $ 206,824 and aggregate accretion expense of $ 63,639 . Short-Term Note Payable The Company entered into a commercial insurance premium finance and security agreement in May 2023. The agreement finances the Company’s annual D&O insurance premium. Payments are due in monthly installments of approximately $ 6,400 13.9 The Company had an outstanding premium balance of approximately $ 36,789 1,694 2,400

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company has 20,000,000 0.001 Series A Preferred Stock On December 19, 2017, the Company amended its articles of incorporation by filing a certificate of designation with the Secretary of State of Florida therein designating a class of preferred stock as Series A Preferred Stock, $ 0.001 3 3,000,000 Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series A Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock In the event of liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any common stock holders, distribution of any surplus funds equal to the greater of (i) the sum of $ 1.67 Each share of Series A Preferred Stock is convertible into shares of common stock at a conversion Rate of 2:1 (the “Series A Conversion Rate”). The Series A Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations. Pursuant to the Articles of Incorporation, the shares of Series A Preferred Stock automatically converted into 6,000,000 As of September 30, 2023, and December 31, 2022, there were - 0 Series B Preferred Stock On December 19, 2017, the Company amended the articles of incorporation by filing a certificate of designation with the Secretary of State of Florida therein designating a class of preferred stock as Series B Preferred Stock, $ 0.001 4.44 4,440,000 Each holder of shares of Series B Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series B Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock 0.83 The holder of Series B Preferred Stock may elect at any time to convert such sharers into common stock of the Company. Each share of Series B Preferred Stock is convertible into shares of common stock at a conversion rate of 1:1 (the “Series B Conversion Rate”). The Series B Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations Pursuant to the Articles of Incorporation, the shares of Series B Preferred Stock automatically converted into 4,440,000 As of September 30, 2023, and December 31, 2022, there were - 0 Common Stock The Company has 300,000,000 0.001 32,071,299 31,188,460 Common Stock Issuances On February 12, 2021, the Company issued 6,000,000 On February 12, 2021, the Company issued 4,440,000 In 2022, the Company determined that the former Series B Preferred Stockholders, subsequent to all Series B Preferred Stock having previously been converted to shares of common stock in 2021, were owed additional shares of common stock due to an adjustment to the conversion price that occurred as a result of a down round trigger event that occurred in 2019 when the Company sold shares of common stock and a warrant in a private placement at a price of $ 0.25 1,001,177 In July 2022, the Company received proceeds totaling $ 50,000 100,000 0.50 In connection with the promissory note as discussed in Note 7, to secure the note, the Company paid a commitment fee by issuing 328,571 83,526 In April 2023, the Company entered into Security Purchase Agreements (“SPA’s) with select accredited investors in connection with a private offering. The Company raised an aggregate amount of $ 100,000 400,000 0.25 Common Stock to be issued As of September 30, 2023 and December 31, 2022, there were 0 727,281 As of December 31, 2022, there were 597,281 1.85 30,000 54,267 100,000 Stock Option-Based Compensation Plan On August 10, 2022, the Board of Directors of the Company approved and adopted the Vicapsys Life Sciences, Inc., 2022 Omnibus Equity Incentive Plan (the “Plan”). The material terms of the 2022 Plan are set forth below: ● The Board or a committee established by the Board will administer the 2022 Plan. ● The total number of shares of common stock authorized for issuance under the 2022 Plan is 3,200,000 3,200,000 10.1 ● Eligible recipients of awards include an employee, director or independent contractor of the Company who has been selected as an eligible participant by the Administrator, subject to certain limitations relating to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). ● No non-employee director may be granted awards under the 2022 plan during any calendar year if such awards and cash fees paid for serving as a non-employee director would exceed $ 150,000 195,000 ● In no event shall the exercise price of an option issued pursuant to the 2022 Plan be less than one hundred percent ( 100 The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. To accomplish these purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards or any combination of the foregoing. Stock Option Activity The following table summarizes activities related to stock options of the Company for the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Life (Years) Aggregate Intrinsic Value (Per Option) Outstanding at December 31, 2022 2,670,000 $ 0.62 6.21 $ — Outstanding at September 30, 2023 2,670,000 $ 0.62 5.46 $ — Exercisable at September 30, 2023 2,670,000 $ 0.62 5.46 $ — The Company did not grant any options to purchase shares of common stock during the three and nine months ended September 30, 2023. As of September 30, 2023, there were 2,670,000 0 20,697 41,395 43,557

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements in this report have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s consolidated annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with a reading of the Company’s consolidated audited financial statements and notes thereto for the year ended December 31, 2022, filed with the Company’s annual report on Form 10-K with the Securities and Exchange Commission (the “SEC”) on April 14, 2023. Interim results of operations for the three and nine months ended September 30, 2023, and 2022, are not necessarily indicative of future results for the full year. The unaudited consolidated financial statements of the Company include the consolidated accounts of VLS and its wholly owned subsidiary VI. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates included in the financial statements, include useful the life of intangible assets, valuation allowance for deferred tax assets and non-cash equity transactions and stock-based compensation.
Cash	Cash The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. The Company held no
Intangible Assets	Intangible Assets Costs of intangible assets are accounted for through the capitalization of those costs incurred in connection with developing or obtaining such assets. Capitalized costs are included in intangible assets in the unaudited consolidated balance sheets. The Company’s intangible assets consist of costs incurred in connection with securing an Exclusive Patent License Agreement with The General Hospital Corporation, d/b/a Massachusetts General Hospital (“MGH”), as amended (the “License Agreement”). These costs are being amortized over the term of the License Agreement which is based on the remaining patent life of the related patents being licensed. In 2022, due to the combination of not having met certain due diligence requirements per the License Agreement, and the Company not raising sufficient capital necessary to maintain regular research and development activities in 2022, the Company reviewed the MGH license agreement for possible impairment. The Company concluded an impairment of the License Agreement existed due to there being no projected undiscounted future net cash flows derived from the asset (See Note 4). Deferred Offering Costs The Company capitalizes expenses incurred in connection with efforts to up list to a National Stock Exchange. The Company incurred $ 33,585 52,233 102,674
Long-Lived Assets	Long-Lived Assets The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. In 2022, management reviewed the Company’s long-lived assets and concluded an impairment of the License Agreement existed as of December 31, 2022 due to there being no projected undiscounted future net cash flows derived from the asset (See Note 4).
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2023. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities, payables with related parties, and debt discounts approximate their fair values because of the short maturity of these instruments.
Revenue Recognition	Revenue Recognition Revenue recognition is accounted for under ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company’s contracts with customers are generally on a contract and work order basis and represent obligations that are satisfied at a point in time, as defined in the new guidance, generally upon delivery or has services are provided. Accordingly, revenue for each sale is recognized when the Company has completed its performance obligations. Any costs incurred before this point in time, are recorded as assets to be expensed during the period the related revenue is recognized. The Company did not generate any revenue for the three and nine months ended September 30, 2023, and 2022.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation, Improvements to Employee Share-Based Payment
Research and Development	Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. The Company incurred $ 3,267 15,267 3,097 13,097
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.
Earnings (Loss) Per Share	Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period using the treasury stock method and as-if converted method. As of September 30, 2023, and 2022, the Company’s dilutive securities are convertible into 3,000,000 3,396,281 The following table represents the classes of dilutive securities as of September 30, 2023, and 2022: SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE September 30, 2023 September 30, 2022 Common stock to be issued — 726,281 Stock options 2,670,000 2,670,000 Convertible Debt 330,000 — Anti-dilutive securities 3,000,000 3,396,281
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2023, and 2022.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE	The following table represents the classes of dilutive securities as of September 30, 2023, and 2022: SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE September 30, 2023 September 30, 2022 Common stock to be issued — 726,281 Stock options 2,670,000 2,670,000 Convertible Debt 330,000 — Anti-dilutive securities 3,000,000 3,396,281

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
SCHEDULE OF STOCK OPTIONS ACTIVITY	The following table summarizes activities related to stock options of the Company for the nine months ended September 30, 2023: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Life (Years) Aggregate Intrinsic Value (Per Option) Outstanding at December 31, 2022 2,670,000 $ 0.62 6.21 $ — Outstanding at September 30, 2023 2,670,000 $ 0.62 5.46 $ — Exercisable at September 30, 2023 2,670,000 $ 0.62 5.46 $ —

ORGANIZATION (Details Narrative

ORGANIZATION (Details Narrative)	Apr. 22, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reverse stock split	reverse split in the range from 1-for-2 to 1-for-50, with the Board of Directors able to pick the ratio or abandon the split

GOING CONCERN AND MANAGEMENT__2

GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended						9 Months Ended		12 Months Ended
	Jun. 30, 2023	Apr. 30, 2023	Jul. 31, 2022	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Short-Term Debt [Line Items]
Net loss				$ 240,340	$ 135,693	$ 211,277	$ 145,081	$ 180,056	$ 167,047	$ 587,309	$ 492,185
Working capital deficit				1,333,878						1,333,878
Accumulated deficit				15,701,725						15,701,725		$ 15,117,963
Proceeds from exercise of warrants											$ 50,000	$ 50,000
Proceeds from sale of common stock		$ 100,000
Number of shares issued		400,000	100,000							54,267
Common Stock [Member]
Short-Term Debt [Line Items]
Net loss
Convertible Loan [Member]
Short-Term Debt [Line Items]
Short term convertible loan	$ 330,000
Debt instrument discount	26,400				26,400
Proceeds from short term debt	290,350
Convertible Loan [Member] | Common Stock [Member]
Short-Term Debt [Line Items]
Debt instrument discount	$ 83,526				$ 83,526

SCHEDULE OF ANTIDILUTIVE SECURI

SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	3,000,000	3,396,281
Common Stock to be Issued [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities		726,281
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,670,000	2,670,000
Convertible Note [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	330,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Cash equivalents	$ 0		$ 0		$ 0
Deferred offering expenses	33,585		52,233
Deferred offering costs	102,674		102,674		$ 50,441
Research and development expenses, related party	$ 3,267	$ 3,097	$ 15,267	$ 13,097
Dilutive securities			3,000,000	3,396,281
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities			3,000,000	3,396,281

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - License Agreement [Member] - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Massachusetts General Hospital [Member]
Intangible assets remaining amortized period	16 years
Impairment on carrying value of intangible asset			$ 348,000
Amortization of intangible assets	$ 7,822	$ 23,468
Massachusetts General Hospital [Member]
Percentage of outstanding common shares	20%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended
	Mar. 14, 2022	Nov. 05, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2022
Related Party Transaction [Line Items]
Accounts payable			$ 446,621		$ 446,621		$ 272,317
Annual license fee								$ 10,000
Royalty expense	$ 100,000
Research and development expenses			3,267	$ 3,097	15,267	$ 13,097
Fees			76,050	99,257	240,303	346,124
Accrued salaries, current			115,312		115,312		115,312
Federico Pier [Member]
Related Party Transaction [Line Items]
Fees			62,500	30,000	187,500	90,000
Jeff Wright [Member]
Related Party Transaction [Line Items]
Fees			22,500		67,500
CEO [Member]
Related Party Transaction [Line Items]
Accrued salaries, current			115,312		115,312		115,312
Massachusetts General Hospital [Member]
Related Party Transaction [Line Items]
Research and development expenses			3,267	$ 3,097	15,267	13,097
License Agreement [Member]
Related Party Transaction [Line Items]
Financing amount	2,000,000
Additional financing amount	$ 8,000,000
Royalty rate on sales	1%
Related parties, description	The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal to or to exceed $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal or exceed $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights.
License Agreement [Member] | Massachusetts General Hospital [Member]
Related Party Transaction [Line Items]
Payment for related party					1,000,000
Related Party [Member]
Related Party Transaction [Line Items]
Accounts payable			18,364		18,364		3,097
Related Party [Member] | Federico Pier [Member]
Related Party Transaction [Line Items]
Accounts payable			248,058		248,058		144,000
Related Party [Member] | Jeff Wright [Member]
Related Party Transaction [Line Items]
Accounts payable			135,700		135,700		99,000
Related Party [Member] | Massachusetts General Hospital [Member]
Related Party Transaction [Line Items]
Accounts payable			18,364		18,364		3,097
Related Party [Member] | Consulting Agreement [Member]
Related Party Transaction [Line Items]
Related party expenses					6,000	$ 18,000
Accounts payable			$ 35,500		$ 35,500		$ 26,000
Initial Term [Member] | Consultant [Member] | Consulting Agreement [Member]
Related Party Transaction [Line Items]
Payment for related party		$ 2,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)				3 Months Ended		9 Months Ended
	Mar. 07, 2022	Jan. 12, 2022	Jan. 02, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Annual license fee										$ 10,000
Annual royalty								$ 100,000
Accounts payable				$ 446,621		$ 446,621			$ 272,317
Professional fees				76,050	$ 99,257	240,303	$ 346,124
Related Party [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accounts payable				18,364		18,364			3,097
Massachusetts General Hospital [Member] | Related Party [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accounts payable				18,364		$ 18,364			3,097
License Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
License agreement, description						the Company executed a License Agreement with MGH. Prior to the first commercial sale, the License Agreement requires the Company to pay MGH a non-refundable annual license fee of $10,000 by June 30, 2022, and on each subsequent anniversary of the Effective Date thereafter. The first non-refundable annual license fee was paid on July 1, 2022. As of September 30, 2023, the Company had yet to pay the second non-refundable license fee and is included in accounts payable, related party, on the unaudited consolidated balance sheet. Additionally, following the first commercial sale, the License agreement requires the Company to pay MGH a non-refundable annual minimum royalty in the amount of $100,000 per year within sixty days after each annual anniversary of the Effective Date. The Company has yet to generate any revenue as of September 30, 2023
License Agreement [Member] | Massachusetts General Hospital [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
License agreement, description						The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal or exceeding $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal to or exceeding $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights. No expense reimbursements were paid to MGH during the three and nine months ended September 30, 2023, and 2022. As of September 30, 2023, and December 31, 2022, $18,364 and $3,097, respectively, is included in accounts payable, related parties, on the unaudited consolidated balance sheets.
Percentage for royalty						1%
Repayment of related party debt						$ 1,000,000
Consulting Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Expenses included in professional fees				0	0	24,000	50,000
Consulting Agreement [Member] | Toneguzzo Ph.D [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Repayment of related party debt			$ 5,000
Consulting Agreement [Member] | Related Party [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accounts payable				35,500		35,500			26,000
Consulting Agreement [Member] | Related Party [Member] | Toneguzzo Ph.D [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accounts payable				40,000		40,000			$ 40,000
Consulting Agreement [Member] | Donohoe Advisory Associates, LLC [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Professional fees					$ 0	6,820	$ 10,680
Dividends, common stock						10,000
Consulting Agreement [Member] | Donohoe Advisory Associates, LLC [Member] | Consultant [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Retainer fees		$ 17,500
Professional fees						10,000
Consulting Agreement [Member] | Alpha IR Group, LLC [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Agreed to payment of compensation	$ 50,000
Consulting Agreement [Member] | Alpha IR Group, LLC [Member] | Related Party [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accounts payable				74,000		74,000
Employment Arrangement [Member] | Chief Executive Officer and Chairman [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Capital				$ 8,000,000		$ 8,000,000
Share based compensation description						(i) representing 1% of the Company’s fully diluted equity as of the payment date (the “Initial Equity Payment”) if the Company achieves a market capitalization of at least $250 million for sixty consecutive days during the Term (the “Initial Market Capitalization Target”); and (ii) representing the difference between 2% of the Company’s fully diluted equity as of the payment date and the amount of Initial Equity Payment (the “Subsequent Equity Payment” and, together with Initial Equity Payment, “Equity Payments”) if the Company achieves a market capitalization of at least $500 million for sixty consecutive days during the Term (the “Subsequent Market Capitalization Target” and, together with Initial Market Capitalization Target, “Market Capitalization Targets”), such that Mr. Pier has, in the aggregate, received shares of common stock of the Company representing 2% of the Company’s fully diluted equity as of the date of payment of Subsequent Equity Payment.
Employment Arrangement [Member] | Deferred Bonus [Member] | Chief Executive Officer and Chairman [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Share based compensation						$ 100,000

SHORT-TERM LIABILITIES (Details

SHORT-TERM LIABILITIES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Jul. 31, 2022	Sep. 30, 2023	Sep. 30, 2023	Jun. 27, 2023
Short-Term Debt [Line Items]
Commitment fee		$ 83,526	$ 83,526
Issuance of shares	$ 50,000		328,571
Convertible Note [Member]
Short-Term Debt [Line Items]
Debt instrument principal value		36,789	36,789
Accretion expenses		41,763	43,153
Debt instrument discount		83,526	83,526
Interest expense		$ 1,694	$ 2,400
Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest rate		13.90%	13.90%
Accretion expenses			$ 63,639
Debt instrument discount		$ 206,824	206,824
Long-Term Debt, Gross		270,465	270,465
Principal payment		6,400	6,400
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Debt instrument principal value		330,000	330,000	$ 330,000
Debt instrument discount		$ 26,400	26,400
Proceeds from short term debt			$ 303,600
Interest rate		10%	10%
Default interest rate		18%	18%
Maturity date			Dec. 27, 2023
Debt issuance costs		$ 13,250	$ 13,250
Accretion expenses		$ 19,825	$ 20,486

SCHEDULE OF STOCK OPTIONS ACTIV

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Number of Options, Outstanding, Balance	2,670,000
Weighted- Average Exercise Price per Share, Outstanding, Balance	$ 0.62
Weighted- Average Remaining Life (Years)	5 years 5 months 15 days	6 years 2 months 15 days
Number of option, Aggregate Intrinsic Value (Per Option) - Balance
Number of Options, Outstanding, Balance	2,670,000	2,670,000
Weighted- Average Exercise Price per Share, Outstanding, Balance	$ 0.62	$ 0.62
Number of option, Aggregate Intrinsic Value (Per Option) - Balance
Number of Options, Exercisable Outstanding, Balance	2,670,000
Weighted-Average Exercise Price per Share, Exercisable, Balance	$ 0.62
Weighted- Average Remaining Life (Years), Exercisable	5 years 5 months 15 days
Number of option, Aggregate Intrinsic Value (Per Option), Exercisable - Balance

STOCKHOLDERS_ EQUITY (DEFICIT_2

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)					1 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 16, 2022	Aug. 10, 2022	Feb. 12, 2021	Dec. 19, 2017	Apr. 30, 2023	Jul. 31, 2022	Apr. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized								20,000,000		20,000,000		20,000,000
Preferred stock par value								$ 0.001		$ 0.001		$ 0.001
Shares issued					400,000	100,000				54,267
Common stock, shares authorized								300,000,000		300,000,000		300,000,000
Common stock par value								$ 0.001		$ 0.001		$ 0.001
Common stock, shares issued								32,071,299		32,071,299		31,188,460
Common stock, shares, outstanding								32,071,299		32,071,299		31,188,460
Issuance of shares						$ 50,000				$ 328,571
Class of warrant or right, exercise price of warrants or rights						$ 0.50
Debt instrument fair value								$ 83,526		$ 83,526
Number of common stock to be issued								0		0		727,281
Number of shares fully vested stock options								2,670,000		2,670,000		2,670,000
Equity Option [Member]
Class of Stock [Line Items]
Stock compensation expense								$ 0	$ 41,395	$ 20,697	$ 43,557
2022 Plan [Member]
Class of Stock [Line Items]
Stock option, description		The total number of shares of common stock authorized for issuance under the 2022 Plan is 3,200,000 shares of Common Stock plus, to the extent the Company issues new shares of Common Stock other than under the terms of the 2022 Plan or other than certain Inducement Awards, 3.1% of the shares of Common Stock issued by the Company in such issuance (or such lower amount as determined by the Board). As of August 16, 2022, 3,200,000 shares of Common Stock represents approximately 10.1% of our common stock outstanding
Number of shares authorized under plan		3,200,000
NUmber of shares outstanding	3,200,000
Number of shares outstanding under plan percentage	10.10%
Stock option exercise price percentage		100%
2022 Plan [Member] | Non Employee Director [Member] | Initial Year [Member]
Class of Stock [Line Items]
Issuance of stock and warrants for services or claims		$ 150,000
2022 Plan [Member] | Non Employee Director [Member] | Any Year Thereafter [Member]
Class of Stock [Line Items]
Issuance of stock and warrants for services or claims		$ 195,000
Security Purchase Agreements [Member]
Class of Stock [Line Items]
Shares issued					400,000
Stock price per share					$ 0.25
Issuance of shares							$ 100,000
Stock Issuance and Release Agreement [Member]
Class of Stock [Line Items]
Shares issued												597,281
Number of common stock to be issued								30,000		30,000
Shares Issued, Price Per Share								$ 1.85		$ 1.85
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized				3,000,000				3,000,000		3,000,000		3,000,000
Preferred stock par value				$ 0.001				$ 0.001		$ 0.001		$ 0.001
Preferred stock voting rights				Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series A Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock
Preferred stock conversion price per share				$ 1.67
Preferred stock conversion, description				Each share of Series A Preferred Stock is convertible into shares of common stock at a conversion Rate of 2:1 (the “Series A Conversion Rate”). The Series A Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations.
Shares issued			6,000,000
Preferred stock, shares issued								0		0		0
Preferred stock, shares outstanding								0		0		0
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized				4,440,000				4,440,000		4,440,000		4,440,000
Preferred stock par value				$ 0.001				$ 0.001		$ 0.001		$ 0.001
Preferred stock voting rights				Each holder of shares of Series B Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series B Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock
Preferred stock conversion price per share				$ 0.83
Preferred stock conversion, description				The holder of Series B Preferred Stock may elect at any time to convert such sharers into common stock of the Company. Each share of Series B Preferred Stock is convertible into shares of common stock at a conversion rate of 1:1 (the “Series B Conversion Rate”). The Series B Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations
Shares issued			4,440,000
Preferred stock, shares issued								0		0		0
Preferred stock, shares outstanding								0		0		0
Series B Preferred Stock [Member] | Private Placement [Member]
Class of Stock [Line Items]
Stock price per share								$ 0.25		$ 0.25
Sale of stock										1,001,177