Vicapsys Life Sciences (VICP) 10-Q 10 Jan 25 2024 Q1 Quarterly report Financial data

Cover

Cover - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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. #270
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		32,371,299
Entity Listing, Par Value Per Share	$ 0.001

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash		$ 9,422
Prepaid Expenses		30,234
Total Current Assets		39,656
Total Assets		39,656
Current Liabilities:
Cash overdraft	451
Short-term note payable	12,546	18,712
Convertible note payable	449,300	335,156
Total Current Liabilities	2,255,753	1,968,337
Stockholders’ Deficit:
Common Stock, par value $0.001; 300,000,000 shares authorized; 32,071,299 shares issued and outstanding	32,071	32,071
Additional paid-in capital	14,339,323	14,339,323
Accumulated deficit	(16,627,147)	(16,300,075)
Total Stockholders’ Deficit	(2,255,753)	(1,928,681)
Total Liabilities and Stockholders’ Deficit		39,656
Series A Convertible Preferred Stock [Member]
Stockholders’ Deficit:
Convertible Preferred Stock, value
Series B Convertible Preferred Stock [Member]
Stockholders’ Deficit:
Convertible Preferred Stock, value
Nonrelated Party [Member]
Current Liabilities:
Accounts payable	1,047,655	961,708
Related Party [Member]
Current Liabilities:
Accounts payable	630,489	537,449
Accrued salaries, related party	$ 115,312	$ 115,312

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	7,440,000	7,440,000
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	32,071,299
Common stock, shares outstanding	32,071,299	32,071,299
Series A Convertible Preferred Stock [Member]
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Convertible Preferred Stock [Member]
Preferred stock par value	$ 0.0001	$ 0.0001
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
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues
Operating Expenses:
Personnel costs	62,500	64,031
Research and development expenses, related party	344	10,000
Professional fees	106,547	133,483
General and administrative expenses	34,864	3,763
Total operating expenses	204,255	211,277
Loss from operations	(204,255)	(211,277)
Other Expenses:
Interest expense	36,517
Loss on debt extinguishment	86,300
Total other expenses	122,817
Income (loss) before income taxes	(327,072)	(211,277)
Income taxes
Net income (loss) available to common shareholders	$ (327,072)	$ (211,277)
Net income (loss) per common share:
Basic	$ (0.01)	$ (0.01)
Diluted	$ (0.01)	$ (0.01)
Weighted average common shares outstanding:
Basic	32,071,299	34,585,742
Diluted	32,071,299	34,585,742

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
Balance at Dec. 31, 2022	$ 31,188	$ 727	$ 14,135,257	$ (15,117,963)	$ (950,791)
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)
Balance at Mar. 31, 2023	$ 31,188	$ 727	14,155,954	(15,329,240)	(1,141,371)
Balance, shares at Mar. 31, 2023	31,188,460	727,281
Balance at Dec. 31, 2023	$ 32,071		14,339,323	(16,300,075)	(1,928,681)
Balance, shares at Dec. 31, 2023	32,071,299
Net loss				(327,072)	(327,072)
Balance at Mar. 31, 2024	$ 32,071		$ 14,339,323	$ (16,627,147)	$ (2,255,753)
Balance, shares at Mar. 31, 2024	32,071,299

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net (loss)	$ (327,072)	$ (211,277)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Amortization of debt discount	27,844
Loss on debt extinguishment	86,300
Stock-based compensation		20,697
Changes in operating assets and liabilities:
Prepaid Expenses	30,234	(1,229)
Accounts payable	85,948	83,045
Accounts payable, related parties	93,491	98,807
Short-term note payable	(6,167)
Net Cash Used in Operating Activities	(9,422)	(9,957)
Net (decrease) in Cash	(9,422)	(9,957)
Cash, Beginning of period	9,422	14,097
Cash, End of period		4,140
Supplementary Cash Flow Information
Cash paid for interest	212
Cash paid for taxes

ORGANIZATION

ORGANIZATION	3 Months Ended
	Mar. 31, 2024
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. 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	3 Months Ended
	Mar. 31, 2024
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 $ 327,072 2,255,754 16,627,147 In July 2024, entered into a promissory note agreement for the principal amount of $ 95,000 . The Note is convertible upon an event of default into shares of common stock, $ 0.001 par value per share. In August 2024, the Company entered into a promissory note agreement for the principal sum of $ 55,000 . The maturity date on the promissory note is May 10, 2025 and carries an annual interest rate of 10 %.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES	3 Months Ended
	Mar. 31, 2024
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 condensed 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, 2023, filed with the Company’s annual report on Form 10-K with the Securities and Exchange Commission (the “SEC”) on October 21, 2024. Interim results of operations for the three months ended March 31, 2024, and 2023, 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 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 March 31, 2024 and December 31, 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 months ended March 31, 2024, and 2023. 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 $ 344 10,000 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 March 31, 2024, and 2023, the Company’s dilutive securities are convertible into 3,119,300 3,397,281 The following table represents the classes of dilutive securities as of March 31, 2024, and 2023: SCHEDULE OF ANTI-DILUTIVE SECURITIES OF EARNINGS PER SHARE March 31, 2024 March 31, 2023 Common stock to be issued — 727,281 Stock options 2,670,000 2,670,000 Convertible Debt 449,300 — Anti-dilutive securities 3,119,300 3,397,281 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 months ended March 31, 2024, and 2023.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 – 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 47,500 41,500 MGH License Agreement On May 8, 2013, VI and MGH, a principal stockholder (see Note 5), 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. As of the date of this filing the Company is in default of the pre-sales diligence requirements and is negotiating the extension of the requirements outlined in the License Agreement with MGH. The Company incurred costs to MGH of $ 344 10,000 18,364 375,000 During the three months ended March 31, 2024, and 2023, 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 $ 62,500 374,399 310,558 The Company incurred consulting fees of $ 22,500 180,881 158,027 In August 2020, Frances Tonneguzzo, the Company’s Chief Executive Officer (the “former CEO”) tendered her resignation as CEO. For the three months ended March 31 2024 and 2023, the Company did not incur any expenses to the former CEO. As of March 31, 2024, and December 31, 2023, $ 115,312

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 – 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 4, 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 $ 1.0 344 No 18,364 As of the date of this filing the Company is in default of the pre-sales diligence requirements and is negotiating the extension of the requirements outlined in the License Agreement with MGH. 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 1,755 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 73,999 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.

SHORT-TERM LIABILITIES

SHORT-TERM LIABILITIES	3 Months Ended
	Mar. 31, 2024
Short-term Liabilities
SHORT-TERM LIABILITIES	NOTE 6 – 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 Debt Discount To secure the convertible note, the Company paid a commitment fee of $ 83,526 328,571 83,526 Debt Amendments On December 26, 2023, the Company and the note holder entered into a letter agreement under which an agreement was made to extend the maturity date of the Note to January 27, 2024 363,000 33,000 On February 6, 2024, the Company and convertible note holder entered into a letter agreement under which an agreement was made to extend the maturity date of the note to February 27, 2024 399,300 36,300 On March 26, 2024, the Company and the note holders entered into a letter agreement under which an agreement was made to extend the maturity date of the note to April 27, 2024 449,300 50,000 In April 2024, the note holders agreed to extend the maturity date of the convertible note to October 31, 2024 As of the date of this filing, the Company subsequently failed to repay the convertible note on or before October 31, 2024, and failed to file the resale registration statement on or before October 31, 2024. In December 2024, the note holder agreed to and issued a one-time waiver applicable to the default and failure to comply with the purchase agreement debt modifications through December 31, 2024. As of the date of this filing the Company is in default with the terms of the convertible notes. The Company intends to honor the notes and all liabilities as it perseveres in its mission to raise funds for the Company’s growth. Despite the default, the Company anticipates continuing its collaboration with the noteholder. The balance of the convertible note as of March 31, 2024, was $ 449,300 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 $ 12,546 18,712 635

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company has 7,440,000 0.0001 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. The holders of the Series A Preferred Stock shall vote together with the holders of the common stock of the Company as a single class and as single voting group upon all matters required to be submitted to a class or series vote pursuant to the protective provisions of the Certificate of Designation or under applicable law. 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 March 31, 2024, and December 31, 2023, 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, $ 0.0001 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. As of March 31, 2024, and December 31, 2023, there were - 0 Common Stock The Company has 300,000,000 0.001 32,071,299 Common Stock Issuances In connection with the promissory note as discussed in Note 6, 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 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 three months ended March 31, 2024: 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 March 31, 2023 2,670,000 $ 0.62 5.71 $ — Exercisable at March 31, 2023 2,670,000 $ 0.62 4.836 $ — Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Life (Years) Aggregate Intrinsic Value (Per Option) Outstanding at December 31, 2023 2,670,000 $ 0.62 5.46 $ — Outstanding at March 31, 2024 2,670,000 $ 0.62 4.96 $ — Exercisable at March 31, 2024 2,670,000 $ 0.62 4.96 $ — The Company did not grant any options to purchase shares of common stock during the three months ended March 31, 2024 and 2023. As of March 31, 2024, there were 2,670,000 0 20,697

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS In relation to the convertible note payable discussed in Note 6, in April 2024, the note holders agreed to extend the maturity date of the convertible note to October 31, 2024, and any accrued but unpaid interest through the date thereof shall be due and payable on or before October 31, 2024. This further extension did not have any additional consideration. The Company subsequently failed to repay the convertible note on or before October 31, 2024, and failed to file the resale registration statement on or before April 27, 2024. In July 2024, entered into a promissory note agreement for the principal amount of $ 95,000 0.001 In July 2024, the Board of Directors approved a resolution authorizing the Company to obtain a secured six-month term loan for the principal amount of $ 95,000 300,000 In August 2024, the Company entered into a promissory note agreement for the principal sum of $ 55,000 May 10, 2025 10

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Policies)	3 Months Ended
	Mar. 31, 2024
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 condensed 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, 2023, filed with the Company’s annual report on Form 10-K with the Securities and Exchange Commission (the “SEC”) on October 21, 2024. Interim results of operations for the three months ended March 31, 2024, and 2023, 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
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 March 31, 2024 and December 31, 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 months ended March 31, 2024, and 2023.
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 $ 344 10,000
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 March 31, 2024, and 2023, the Company’s dilutive securities are convertible into 3,119,300 3,397,281 The following table represents the classes of dilutive securities as of March 31, 2024, and 2023: SCHEDULE OF ANTI-DILUTIVE SECURITIES OF EARNINGS PER SHARE March 31, 2024 March 31, 2023 Common stock to be issued — 727,281 Stock options 2,670,000 2,670,000 Convertible Debt 449,300 — Anti-dilutive securities 3,119,300 3,397,281
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 months ended March 31, 2024, and 2023.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SCHEDULE OF ANTI-DILUTIVE SECURITIES OF EARNINGS PER SHARE	The following table represents the classes of dilutive securities as of March 31, 2024, and 2023: SCHEDULE OF ANTI-DILUTIVE SECURITIES OF EARNINGS PER SHARE March 31, 2024 March 31, 2023 Common stock to be issued — 727,281 Stock options 2,670,000 2,670,000 Convertible Debt 449,300 — Anti-dilutive securities 3,119,300 3,397,281

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
SCHEDULE OF STOCK OPTIONS ACTIVITY	The following table summarizes activities related to stock options of the Company for the three months ended March 31, 2024: 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 March 31, 2023 2,670,000 $ 0.62 5.71 $ — Exercisable at March 31, 2023 2,670,000 $ 0.62 4.836 $ — Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Life (Years) Aggregate Intrinsic Value (Per Option) Outstanding at December 31, 2023 2,670,000 $ 0.62 5.46 $ — Outstanding at March 31, 2024 2,670,000 $ 0.62 4.96 $ — Exercisable at March 31, 2024 2,670,000 $ 0.62 4.96 $ —

GOING CONCERN AND MANAGEMENT__2

GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Aug. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Jul. 31, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net loss		$ 327,072	$ 211,277
Working capital deficit		2,255,754
Accumulated deficit		$ 16,627,147			$ 16,300,075
Promissory Note Agreement [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt Instrument, Face Amount	$ 55,000			$ 95,000
Debt Instrument, Convertible, Conversion Price				$ 0.001
Debt Instrument, Maturity Date	May 10, 2025
Debt Instrument, Interest Rate, Stated Percentage	10%

SCHEDULE OF ANTI-DILUTIVE SECUR

SCHEDULE OF ANTI-DILUTIVE SECURITIES OF EARNINGS PER SHARE (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	3,119,300	3,397,281
Common Stock to be Issued [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities		727,281
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 Debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	449,300

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Cash equivalents	$ 0		$ 0
Research and development expenses, related party	$ 344	$ 10,000
Anti-dilutive securities	3,119,300	3,397,281

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				3 Months Ended
	Dec. 13, 2024	Mar. 14, 2022	Nov. 05, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Annual license fee							$ 10,000
Royalty expense		$ 100,000
Research and development expenses				$ 344	$ 10,000
Fees				106,547	133,483
Federico Pier [Member]
Related Party Transaction [Line Items]
Accounts payable				374,399		$ 310,558
Fees				62,500	62,500
Jeff Wright [Member]
Related Party Transaction [Line Items]
Fees				22,500	22,500
CEO [Member]
Related Party Transaction [Line Items]
Accrued salaries, current				115,312		115,312
Massachusetts General Hospital [Member]
Related Party Transaction [Line Items]
Research and development expenses				344	10,000
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		1,000,000
License Agreement [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Financing amount	$ 2,000,000
Related Party [Member]
Related Party Transaction [Line Items]
Accounts payable				630,489		537,449
Accrued salaries, current				115,312		115,312
Related Party [Member] | Jeff Wright [Member]
Related Party Transaction [Line Items]
Accounts payable				180,881		158,027
Related Party [Member] | Massachusetts General Hospital [Member]
Related Party Transaction [Line Items]
Accounts payable				18,364		375,000
Related Party [Member] | Consulting Agreement [Member]
Related Party Transaction [Line Items]
Related party expenses				6,000	$ 6,000
Accounts payable				47,500		$ 41,500
Related Party [Member] | License Agreement [Member] | Massachusetts General Hospital [Member]
Related Party Transaction [Line Items]
Accounts payable				$ 18,364
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
	Mar. 14, 2022	Mar. 07, 2022	Jan. 12, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 30, 2022
Annual license fee							$ 10,000
Annual royalty				$ 100,000
Professional fees				106,547	$ 133,483
Related Party [Member]
Accounts payable				630,489		$ 537,449
Massachusetts General Hospital [Member] | Related Party [Member]
Accounts payable				$ 18,364		375,000
License Agreement [Member]
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 March 31, 2024, 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 the date of this filing.
License Agreement [Member] | Massachusetts General Hospital [Member]
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. $344 of expense reimbursements were paid to MGH during the three months ended March 31, 2024. No expense reimbursements were paid to MGH during the three months ended March 31, 2023. As of March 31, 2024, $18,364 is included in accounts payable, related parties, on the unaudited consolidated balance sheet.
Percentage for royalty				1%
Payment for related party	$ 1,000,000			$ 1,000,000
Expense reimbursements				344	0
License Agreement [Member] | Massachusetts General Hospital [Member] | Related Party [Member]
Accounts payable				18,364
Consulting Agreement [Member]
Expenses included in professional fees				0	$ 24,000
Consulting Agreement [Member] | Related Party [Member]
Accounts payable				47,500		41,500
Consulting Agreement [Member] | Donohoe Advisory Associates, LLC [Member]
Dividends, common stock				10,000
Consulting Agreement [Member] | Donohoe Advisory Associates, LLC [Member] | Consultant [Member]
Accounts payable				1,755
Retainer fees			$ 17,500
Professional fees				10,000
Consulting Agreement [Member] | Alpha IR Group, LLC [Member]
Agreed to payment of compensation		$ 50,000
Consulting Agreement [Member] | Alpha IR Group, LLC [Member] | Related Party [Member]
Accounts payable				73,999		$ 73,999
Employment Arrangement [Member] | Chief Executive Officer and Chairman [Member]
Capital				$ 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]
Share based compensation				$ 100,000

SHORT-TERM LIABILITIES (Details

SHORT-TERM LIABILITIES (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended
	Mar. 26, 2024	Feb. 06, 2024	Dec. 26, 2023	Apr. 30, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 27, 2023
Short-Term Debt [Line Items]
Commitment fee					$ 83,526
Issuance of shares					328,571
Loss on debt extinguishment					$ 86,300
Convertible note payable					449,300		$ 335,156
Letter Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument principal value	$ 449,300	$ 399,300	$ 363,000
Debt instrument maturity date	Apr. 27, 2024	Feb. 27, 2024	Jan. 27, 2024
Debt inducement expense			$ 33,000
Loss on debt extinguishment		$ 36,300			50,000
Convertible note payable					449,300
Letter Agreement [Member] | Subsequent Event [Member]
Short-Term Debt [Line Items]
Debt instrument maturity date				Oct. 31, 2024
Convertible Note [Member]
Short-Term Debt [Line Items]
Debt instrument principal value					12,546		18,712
Debt instrument discount							$ 83,526
Interest expense					$ 635
Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest rate					13.90%
Principal payment					$ 6,400
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Debt instrument principal value					330,000			$ 330,000
Debt instrument discount					26,400
Proceeds from short term debt					$ 303,600
Interest rate					10%
Default interest rate					18%
Debt instrument maturity date					Dec. 27, 2023
Net of issuance costs					$ 13,250

SCHEDULE OF STOCK OPTIONS ACTIV

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of options, outstanding, balance	2,670,000	2,670,000	2,670,000	2,670,000
Weighted average exercise price per share, outstanding	$ 0.62	$ 0.62	$ 0.62	$ 0.62
Weighted-average remaining life (years) outstanding	4 years 11 months 15 days	5 years 8 months 15 days	5 years 5 months 15 days	6 years 2 months 15 days
Aggregate intrinsic value outstanding
Number of options, exercisable, balance	2,670,000	2,670,000
Weighted average exercise price per share, exercisable	$ 0.62	$ 0.62
Weighted-average remaining life (years) exercisable	4 years 11 months 15 days	4 years 10 months
Aggregate intrinsic value exercisable

STOCKHOLDERS_ EQUITY (DEFICIT_2

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended
	Aug. 16, 2022	Aug. 10, 2022	Feb. 12, 2021	Dec. 19, 2017	Apr. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized						7,440,000		7,440,000
Preferred stock par value						$ 0.0001		$ 0.0001
Common stock, shares authorized						300,000,000		300,000,000
Common stock par value						$ 0.001		$ 0.001
Common stock, shares Issued						32,071,299		32,071,299
Common stock, shares outstanding						32,071,299		32,071,299
Issuance of shares						$ 328,571
Debt instrument fair value									$ 83,526
Number of shares fully vested stock options						2,670,000	2,670,000	2,670,000		2,670,000
Equity Option [Member]
Class of Stock [Line Items]
Stock compensation expense						$ 0	$ 20,697
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 Agreement [Member]
Class of Stock [Line Items]
Proceeds from sale of common stock					$ 100,000
Sale of stock price per share					$ 0.25
Security Purchase Agreements [Member]
Class of Stock [Line Items]
Number of shares issued					400,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized				3,000,000
Preferred stock par value				$ 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. The holders of the Series A Preferred Stock shall vote together with the holders of the common stock of the Company as a single class and as single voting group upon all matters required to be submitted to a class or series vote pursuant to the protective provisions of the Certificate of Designation or under applicable law.
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.
Number of shares issued			6,000,000
Preferred stock, shares issued						0		0
Preferred stock, shares outstanding						0		0
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized				4,440,000
Preferred stock par value				$ 0.0001
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.
Preferred stock, shares issued						0		0
Preferred stock, shares outstanding						0		0

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended
	Aug. 31, 2024	Jul. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Common stock, par value			$ 0.001	$ 0.001
Subsequent Event [Member] | Six Month Term Loan [Member]
Subsequent Event [Line Items]
Principal Amount		$ 95,000
Promissory Note Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Principal Amount	$ 55,000	$ 95,000
Common stock, par value		$ 0.001
Debt instrument maturity date	May 10, 2025
Annual interest rate	10%
Convertible Promissory Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of convertible shares	300,000