Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 14, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55470 | ||
Entity Registrant Name | CQENS Technologies Inc. | ||
Entity Central Index Key | 0001479915 | ||
Entity Tax Identification Number | 27-1521407 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 5550 Nicollet Avenue | ||
Entity Address, City or Town | Minneapolis | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55419 | ||
City Area Code | (612) | ||
Local Phone Number | 812-2037 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 26,015,595 | ||
Documents Incorporated by Reference | List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None. | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, TX | ||
Auditor Firm ID | 206 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 3,588,377 | $ 589,153 |
Prepaid expenses | 143,369 | 59,396 |
Total Current Assets | 3,731,746 | 648,549 |
Equipment, net | 190,005 | 193,804 |
Intellectual property, net | 707,760 | 643,216 |
TOTAL ASSETS | 4,629,511 | 1,485,569 |
Current Liabilities | ||
Accounts payable | 82,126 | 44,202 |
Accrued expenses | 116,799 | 36,671 |
Loan from related party | 255,544 | |
Total Current Liabilities | 198,925 | 336,417 |
TOTAL LIABILITIES | 198,925 | 336,417 |
STOCKHOLDERS’ EQUITY | ||
Preferred Stock: $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 and December 31, 2020 | ||
Common Stock: $0.0001 par value; 200,000,000 shares authorized; 26,015,595 shares issued and outstanding at December 31, 2021 and 25,397,685 shares issued and outstanding at December 31, 2020 | 2,602 | 2,540 |
Additional paid-in capital | 17,737,478 | 5,990,194 |
Accumulated deficit | (13,309,494) | (4,843,582) |
TOTAL STOCKHOLDERS’ EQUITY | 4,430,586 | 1,149,152 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ 4,629,511 | $ 1,485,569 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 26,015,595 | 25,397,685 |
Common stock, shares outstanding | 26,015,595 | 25,397,685 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses | ||
General and administrative | $ 6,848,390 | $ 1,561,232 |
Research and development | 668,751 | 630,765 |
Professional fees | 937,665 | 340,388 |
Total Operating Expenses | 8,454,806 | 2,532,385 |
Total Operating Loss | (8,454,806) | (2,532,385) |
Other (Expense) | (11,106) | (9,147) |
Net Loss | $ (8,465,912) | $ (2,541,532) |
Basic and diluted loss per common share | $ (0.33) | $ (0.10) |
Basic and diluted weighted average shares outstanding | 25,656,906 | 25,242,682 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 2,484 | $ 1,733,900 | $ (2,302,050) | $ (565,666) |
Beginning balance, shares at Dec. 31, 2019 | 24,837,203 | |||
Common stock issued for cash | $ 53 | 2,599,947 | 2,600,000 | |
Common stock issued for cash, shares | 525,470 | |||
Common stock for note payable | $ 1 | 76,916 | 76,917 | |
Common stock for note payable, shares | 15,384 | |||
Common stock issued for consulting services | $ 4 | 205,286 | 205,290 | |
Common stock issued for consulting services, shares | 41,058 | |||
Warrants for intellectual property | 191,594 | 191,594 | ||
Common stock returned to treasury | $ (2) | (2,498) | (2,500) | |
Common stock returned to treasury, shares | (21,430) | |||
Capital distribution to common control entity | (64,519) | (64,519) | ||
Stock options expense | 1,249,568 | 1,249,568 | ||
Net Loss | (2,541,532) | (2,541,532) | ||
Ending balance at Dec. 31, 2020 | $ 2,540 | 5,990,194 | (4,843,582) | 1,149,152 |
Ending balance, shares at Dec. 31, 2020 | 25,397,685 | |||
Common stock issued for cash | $ 55 | 4,909,945 | 4,910,000 | |
Common stock issued for cash, shares | 555,288 | |||
Common stock issued for consulting services | $ 7 | 517,997 | 518,004 | |
Common stock issued for consulting services, shares | 62,622 | |||
Stock options expense | 6,319,342 | 6,319,342 | ||
Net Loss | (8,465,912) | (8,465,912) | ||
Ending balance at Dec. 31, 2021 | $ 2,602 | $ 17,737,478 | $ (13,309,494) | $ 4,430,586 |
Ending balance, shares at Dec. 31, 2021 | 26,015,595 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (8,465,912) | $ (2,541,532) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization expense | 59,649 | 30,093 |
Depreciation expense | 18,107 | 4,484 |
Stock options expense | 6,319,342 | 1,249,568 |
Common stock issued for consulting services | 518,004 | 205,290 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (83,973) | (57,843) |
Accounts payable | 37,924 | 33,480 |
Accrued expenses | 80,128 | 29,806 |
Interest payable | (21,315) | |
Net cash used in operating activities | (1,516,731) | (1,067,969) |
Cash flows from investing activities | ||
Additions to intellectual property | (124,193) | (191,369) |
Additions to furniture and equipment | (14,308) | (198,288) |
Net cash flows used in investing activities | (138,501) | (389,657) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 4,910,000 | 2,600,000 |
Repurchase of common stock | (2,500) | |
Capital contribution from fixed asset purchase - related party | (64,519) | |
Borrowing on debt with related party | 2,500 | |
Repayment of related party debt | (255,544) | (450,000) |
Repayment of convertible note | (40,000) | |
Net Cash provided by financing activities | 4,654,456 | 2,045,481 |
Net change in cash and cash equivalents | 2,999,224 | 587,855 |
Cash and cash equivalents, beginning of period | 589,153 | 1,298 |
Cash and cash equivalents, end of period | 3,588,377 | 589,153 |
Supplementary Information | ||
Interest paid | 22,323 | |
Income taxes paid | ||
Supplementary disclosure of non-cash activities: | ||
Warrants issued for intellectual property | 191,594 | |
Common stock issued from conversion of note payable and accrued interest | $ 76,917 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION | NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION Nature of Business CQENS Technologies, Inc., formerly VapAria Corporation (“we”, “CQENS”, the “Company”) was incorporated under the laws of the State of Delaware on December 21, 2009 under the name OICco Acquisition IV, Inc. On April 11, 2014 the Company entered into that certain Share Exchange Agreement and Plan of Reorganization (the “Agreement”) with VapAria Solutions, Inc., a Minnesota corporation formerly known as VapAria Corporation (“VapAria Solutions”), and the shareholders of VapAria Solutions (the “VapAria Solutions Shareholders”) pursuant to which we agreed to acquire 100 1,000,000 At closing, we issued the VapAria Solutions Shareholders 5,142,856 500,000 As a result of the closing of this transaction, VapAria Solutions became a wholly owned subsidiary of our company and its business and operations represent those of our company. On August 19, 2014 the board of directors of the Company and the holders of a majority of its issued and outstanding common stock approved a Certificate of Amendment to our Amended and Restated Certificate of Incorporation changing the name of our company to VapAria Corporation. The name change was effective on August 19, 2014. Our Board determined it was in our best interests to change our corporate name to better reflect our business and operations following our recent acquisition of VapAria Solutions. On December 26, 2019 our Board determined it was in our best interest to change our corporate name to better reflect our business and operations and so the Company name was changed from VapAria Corporation to CQENS Technologies Inc. Our board of directors and the Majority Stockholders have approved the Name Change to more accurately reflect the current direction of our company and to eliminate potential market confusion as our business focus is not in the area of unregulated vaping. Further, the board determined it would be in our best interests to dissolve the subsidiary entity, VapAria Solutions which had no activity or operations since July 31, 2014 when the April 11, 2014 Share Exchange Agreement and Plan of Reorganization’s conditions of close were satisfied. The dissolution of the subsidiary was effective December 30, 2019. CQENS Technologies, Inc. is a technology company with a proprietary method of heating plant-based consumable formulations that produce an aerosol that lead to the effective and efficient inhalation of the plant’s constituents. This is accomplished at a high temperature but without the accompanying constituents of combustion. Our system of heating is a high temperature, non-combustion system. Our Heat-not-Burn Tobacco Product (HTP) system is a patent-pending method of heating plant-based consumables for inhalation that is superior to other methods of ingestion, smoking, vaping, swallowing or via topical application. In 2020 and 2021 the effects of the COVID-19 pandemic were felt by the Company. While the duration and full impact of the pandemic is unknown at this time, we expect that the pandemic will continue to adversely impact CQENS in several ways. Our business model is dependent upon our ability to enter into strategic partnerships in the future, including alliances with consumer product companies, to enhance and accelerate the development and commercialization of our proposed products. We will also be dependent upon third party manufacturers to produce our proposed products, as well as third party marketing and distribution companies. We believe that our business opportunities are international in nature and include potential partnerships in the UK, the EU and Asia, including the People’s Republic of China. The worldwide pandemic caused by COVID-19 have caused certain of these opportunities to be delayed. Should the pandemic continue and/or be prolonged into 2022 certain of these opportunities might be limited or lost. We also need to raise additional working capital to provide sufficient funding to bring our proposed products to market. The impact of COVID-19 on the capital markets will make it more difficult for small, pre-revenue companies such as ours to access capital. We will continue to assess the impact of the COVID-19 pandemic on our company, however, at this time we are unable to predict all possible impacts on our company, our operations and our prospects. The execute officers hired by the Company in the third quarter of 2020 continue at December 31, 2021 to be the company’s three employees. Effective December 23, 2021 the Board of Directors approved annual salary increases for its: CEO, Alexander Chong, COO, William Bartkowski and CFO, Daniel Markes, resulting in a new annual combined base of $ 650,160 270,000 The Company has a fiscal year end of December 31. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Estimates Cash equivalents – All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of December 31, 2021 there were no Earnings per Share Information Income Tax The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. Long Lived Assets If we believe our assets to be impaired, the impairment we will recognize will be the amount by which the carrying value of the assets exceeds the fair value of the assets. Any write down will be treated as permanent reductions in the carrying amount of the asset and an operating loss would be recognized. In addition, we base the useful lives and related amortization or depreciation expense on our estimate of the useful lives of the assets. If a change were to occur in any of the above-mentioned factors or estimates, our reported results could materially change. There was no Intangible Assets Leases The Company adopted the new standard on January 1, 2019, using the modified-retrospective method. The new standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the land easements practical expedients as this is not applicable to the Company. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, that the Company does not recognize right-of-use assets or lease liabilities for leases with terms of 12 months or less. Certain leases of low-value assets are also not recognized. The Company will recognize an operating lease asset and operating lease liability for each lease with a contractual term greater than 12 12 Operating lease assets and liabilities will be recognized at the lease commencement date, which is the date we control the use of the property. Operating lease liabilities represent the present value of lease payments not yet paid. We made the policy election to combine lease and non-lease components. We will consider fixed CAM as part of our fixed future lease payments; therefore, fixed CAM, if any, will be included in our lease liability. To determine the present value of lease payments not yet paid, we will estimate incremental borrowing rates corresponding to the lease term including reasonably certain renewal periods. We will estimate this rate based on prevailing financial market conditions, credit analysis, and management judgment. Total lease costs will include fixed operating lease costs, variable lease costs and short-term lease costs. Our real estate lease requires we pay certain expenses, such as CAM costs and insurance, of which the fixed portion will be included in operating lease costs. We will recognize operating lease costs on a straight-line basis over the lease term. Operating lease assets represent our right to use an underlying asset and will be based upon the operating lease liabilities adjusted for prepayments, initial direct costs, lease incentives, and impairment of operating lease assets. For operating leases, operating lease assets will be reduced over the lease term by the recognized straight-line lease expense less the amount of accretion of the lease liability. Intellectual Property 17 59,649 30,093 Accrued Research and Development Expenses Stock-based Compensation - The Company accounts for stock-based compensation in accordance with the provision of ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. We granted 428,574 options to the management team in 2021 valued at $ 4,282,717 compared to 250,000 options to the management team in 2020 valued at $ 1,249,568 . On February 15, 2021 the Board of Directors determined that it was in the best interest of the Company to grant stock options under the Company’s 2019 Equity Compensation Plan to two consulting engineers involved in our research and development. Each of the consultants was granted options to purchase 200,000 7.00 100,000 four years 2,798,086 2,036,625 7.00 5 303.59 0.27 February 15, 2026 Fair Value of Financial Instruments ● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. ● Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts payable and debt are a reasonable estimate of fair value because of the short period of time between origination of such instruments and their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available. Recent Accounting Pronouncements – The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s financial statements are prepared in accordance with GAAP applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has recurring losses, and although has cash and cash equivalents in excess of five hundred thousand dollars, with renewed research and development efforts and with no source of revenue sufficient to cover its operations costs over the next 12 months these may not allow it to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 4 – INCOME TAXES We did not provide current of deferred U.S. federal income tax provision or benefit for any of the periods presented because we reported no activity the first two years and have experienced losses in 2020 and 2019. Under ACS 740: Income Taxes”, when it is more likely than not that a tax asset, cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period. The 2017 Tax Cuts and Jobs Act reduced the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017 80 Component of Deferred Tax Asset December 31, 2021 December 31, 2020 Net operating loss carryforward $ 284,218 $ 143,123 Valuation allowance $ (284,218 ) $ (143,123 ) Net deferred asset $ - $ - The Company did not pay any income taxes during the years ended December 31, 2021 or 2020. The Company’s cumulative net operating loss carryforward as of December 31, 2021 amounted to $ 1,353,419 of which $ 50,052 expire between December 31, 2033 and December 31, 2038 . The years going back to 2018 remain open for examination by relevant tax authorities. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY On March 15, 2021, we sold a total of 71,429 500,000 On April 21, 2021, we sold a total of 71,430 250,000 500,000 On May 1, 2021, we entered into a consulting engagement memorandum with an unrelated third party for the consultant’s guidance and expertise in identifying business opportunities, partners, and other skilled consultants in the People’s Republic of China and/or other territories of Asia. As compensation for the services, we issued this individual 20,000 140,000 On May 16, 2021, we entered into a consulting engagement memorandum with an unrelated third party pursuant to which we engaged this party to identify key Asian resources for our company. As compensation for the services, we issued this individual 16,072 112,504 On May 17, 2021, we sold a total of 71,429 500,000 On September 28, 2021, we sold a total of 296,000 2,960,000 5,000 50,000 On September 30, 2021, we sold 30,000 300,000 On October 18, 2021 we sold 5,000 50,000 On November 18, 2021 we entered into a consulting engagement memorandum with an unrelated third party pursuant to which we engaged this party to identify key Asian resources for our company. As compensation for the services, we issued this individual 10,000 100,000 On November 23, 2021 we sold 3,000 30,000 On November 29, 2021 we entered into a consulting engagement memorandum with an unrelated third party pursuant to which we engaged this party to identify key Asian resources for our company. As compensation for the services, we issued this individual 16,550 165,550 On December 6, 2021 we sold 2,000 On January 29, 2020 we sold 248,448 1,200,000 On March 6, 2020, the holder of the $ 50,000 76,917 5.00 15,384 On April 13, 2020 we entered into a consulting engagement memorandum with an unrelated third party pursuant to which we engaged this party to identify key Asian resources for our company. As compensation for the services we issued this individual 12,423 62,115 On April 16, 2020 we entered into a consulting engagement memorandum and agreement with an unrelated third party and engaged this individual to provide certain services to us in connection with the further development of certain of our patents. As compensation, upon execution, we issued this individual 10,000 50,000 10,000 On June 1, 2020 we sold a total of 82,818 400,000 On June 4, 2020 we sold 165,632 800,000 On June 17,2020, the Company entered into a Stock Purchase Agreement with an unrelated stockholder pursuant to which it agreed to repurchase 21,430 2,500 On July 17, 2020 we entered into a consulting engagement memorandum with an unrelated third party for the consultant’s guidance and expertise in identifying business opportunities, partners and other skilled consultants in the People’s Republic of China and/or other territories of Asia. As compensation for the services we issued this individual 12,423 62,115 On July 17, 2020 we entered into a consulting engagement memorandum with an unrelated third party for the consultant’s guidance and expertise in identifying potential financiers, partners and other skilled consultants in the People’s Republic of China and/or other territories of Asia. As compensation for the services we issued this individual 6,212 31,060 On November 18, 2020 we sold 28,572 200,000 As of December 31, 2021 the Company had 26,015,595 Preferred Stock There are no Stock Options On February 15, 2021, we granted 400,000 200,000 7.00 100,000 four years 2,798,086 2,036,625 7.00 5 303.59 0.27 February 15, 2026 On October 21, 2021, in line with the Company’s 2014 Equity Compensation Plan, 428,574 12.00 4,282,717 10.00 5 680.81 1.23 October 21, 2026 On December 30, 2021, the non-qualified stock options that were granted to management on December 30, 2016, expired without exercise. The result is a reduction of 428,574 On October 1, 2020 in line with the Company’s 2019 Equity Compensation Plan, 250,000 5.31 30,849 0.15 2.5 259.87 1.19 October 1, 2025 On December 31, 2020, the non-qualified stock options that were granted to management on December 31, 2015, expired without exercise. The result is a reduction of 428,574 As of December 31, 2021, the Company has 1,757,148 outstanding and exercisable options at a weighted average exercise price of $ 5.76 and a weighted average remaining term of 3.8 years and an intrinsic value of zero. Warrants On September 30, 2020 the Company entered into an Asset Purchase Agreement with Xten, a common control entity, pursuant to which it acquired a portfolio of 29 U.S. and international patents and patent applications in the areas of devices and technologies for aerosolizing certain remedies and pharmaceutical preparations, as well as the solutions and preparation for inhaled delivery. As consideration for the acquisition, the Company issued Xten common stock purchase warrants exercisable for an aggregate of 21,000,000 5.31 (i) a Series A Common Stock Purchase Warrant exercisable for 7,000,000 7,000,000 7,000,000 191,594 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS In 2021 the Company utilized the services of Apparatus Global Solutions, a common control entity that provided accounting support and website development. The total cost was $ 5,138 Early in 2020 the Company borrowed $ 2,500 from Xten, a common control entity. On June 24 , 2020 the Company repaid $ 250,000 to Xten. On December 3, 2020 the Company repaid an additional $ 200,000 to Xten to reduce the debt to Xten, a common control entity. The balance outstanding at December 31, 2020 due Xten is $ 255,544 . The loan is unsecured, noninterest bearing and due on demand. In September 2021 the Company repaid the balance of the loan of $ 255,544 to Xten Capital Group, a common control entity. The result was the elimination of this debt. We maintain our corporate offices at 5550 Nicollet Avenue, Minneapolis, MN 55419. We lease the premises from 5550 Nicollet, LLC, a company owned by Mr. Chong. Annual rent was $ 9,300 775 In early 2020 we entered into a short-term Research and Development Agreement with Xten, a common control entity, pursuant to this signed Agreement, Xten provided research and development related expertise and services specific to HnB technologies, devices and intellectual property. Costs to the Company were $ 427,788 On September 30, 2020 the Company entered into an Asset Purchase Agreement with Xten, a common control entity, pursuant to which it acquired a portfolio of 29 U.S. and international patents and patent applications in the areas of devices and technologies for aerosolizing certain remedies and pharmaceutical preparations, as well as the solutions and preparation for inhaled delivery. As consideration for the acquisition, the Company issued Xten common stock purchase warrants exercisable for an aggregate of 21,000,000 5.31 7,000,000 7,000,000 7,000,000 191,594 In the third quarter of 2020 the Company procured the services of Plexus Corporation, a common control entity, to create, design and deliver an online interactive presentation in English and Simplified Chinese for use in presentations to potential investors. Cost to the Company for this service was $ 5,500 On September 30, 2020 the Company entered into an Other Assets Purchase Agreement with Xten, a common control entity, to purchase certain assets including: multiple pieces of laboratory and workshop equipment; custom built plume and inhalation testing machine; computers, monitors and accessories; prepaid rent; and, laboratory/workshop supplies, for a purchase price of $ 263,512 See other related party transactions in Note 9 – Commitment and Contingencies |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 7 – NOTE PAYABLE On May 20, 2013 the Company issued a $ 50,000 76,917 15,384 5.00 |
CONVERTIBLE NOTE
CONVERTIBLE NOTE | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Note | |
CONVERTIBLE NOTE | NOTE 8 – CONVERTIBLE NOTE On July 14, 2014 the Company issued a $ 40,000 convertible note to an unrelated third party that was originally issued July 14, 2014 as part of the acquisition of VapAria Solutions. This convertible note matured on December 31, 2019. In February 10, 2020 we fully satisfied any and all obligations of the convertible note through repayment of the principal and accrued interest of $ 62,323. |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENCIES | NOTE 9 – COMMITMENT AND CONTINGENCIES The Asset Purchase Agreement entered into September 30, 2020 by the Company and Xten, a common control entity, where the Company acquired certain patents and patent applications, replaces the 2013 and 2016 License Agreements effectively eliminating the commitment and contingencies of these previous agreements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 10 – SUBSEQUENT EVENTS In January 2022 we entered into a consulting agreement with an unrelated third party whereby the consultant will provide introductions to manufacturers and advice and counsel regarding potential manufacturers for the products of the Company in the Peoples Republic of China and/or other territories of Asia and general business plan and strategy in the region as required by the Company. 333,000 In March 2022 we entered into a three 57,400 4,800 five |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Estimates | Estimates |
Cash equivalents | Cash equivalents – All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of December 31, 2021 there were no |
Earnings per Share Information | Earnings per Share Information |
Income Tax | Income Tax The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established. |
Long Lived Assets | Long Lived Assets If we believe our assets to be impaired, the impairment we will recognize will be the amount by which the carrying value of the assets exceeds the fair value of the assets. Any write down will be treated as permanent reductions in the carrying amount of the asset and an operating loss would be recognized. In addition, we base the useful lives and related amortization or depreciation expense on our estimate of the useful lives of the assets. If a change were to occur in any of the above-mentioned factors or estimates, our reported results could materially change. There was no |
Intangible Assets | Intangible Assets |
Leases | Leases The Company adopted the new standard on January 1, 2019, using the modified-retrospective method. The new standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the land easements practical expedients as this is not applicable to the Company. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, that the Company does not recognize right-of-use assets or lease liabilities for leases with terms of 12 months or less. Certain leases of low-value assets are also not recognized. The Company will recognize an operating lease asset and operating lease liability for each lease with a contractual term greater than 12 12 Operating lease assets and liabilities will be recognized at the lease commencement date, which is the date we control the use of the property. Operating lease liabilities represent the present value of lease payments not yet paid. We made the policy election to combine lease and non-lease components. We will consider fixed CAM as part of our fixed future lease payments; therefore, fixed CAM, if any, will be included in our lease liability. To determine the present value of lease payments not yet paid, we will estimate incremental borrowing rates corresponding to the lease term including reasonably certain renewal periods. We will estimate this rate based on prevailing financial market conditions, credit analysis, and management judgment. Total lease costs will include fixed operating lease costs, variable lease costs and short-term lease costs. Our real estate lease requires we pay certain expenses, such as CAM costs and insurance, of which the fixed portion will be included in operating lease costs. We will recognize operating lease costs on a straight-line basis over the lease term. Operating lease assets represent our right to use an underlying asset and will be based upon the operating lease liabilities adjusted for prepayments, initial direct costs, lease incentives, and impairment of operating lease assets. For operating leases, operating lease assets will be reduced over the lease term by the recognized straight-line lease expense less the amount of accretion of the lease liability. |
Intellectual Property | Intellectual Property 17 59,649 30,093 |
Accrued Research and Development Expenses | Accrued Research and Development Expenses |
Stock-based Compensation | Stock-based Compensation - The Company accounts for stock-based compensation in accordance with the provision of ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. We granted 428,574 options to the management team in 2021 valued at $ 4,282,717 compared to 250,000 options to the management team in 2020 valued at $ 1,249,568 . On February 15, 2021 the Board of Directors determined that it was in the best interest of the Company to grant stock options under the Company’s 2019 Equity Compensation Plan to two consulting engineers involved in our research and development. Each of the consultants was granted options to purchase 200,000 7.00 100,000 four years 2,798,086 2,036,625 7.00 5 303.59 0.27 February 15, 2026 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. ● Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts payable and debt are a reasonable estimate of fair value because of the short period of time between origination of such instruments and their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Component of Deferred Tax Asset | Component of Deferred Tax Asset December 31, 2021 December 31, 2020 Net operating loss carryforward $ 284,218 $ 143,123 Valuation allowance $ (284,218 ) $ (143,123 ) Net deferred asset $ - $ - |
NATURE OF BUSINESS AND SUMMAR_2
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION (Details Narrative) - USD ($) | Nov. 29, 2021 | Nov. 18, 2021 | Jul. 31, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 11, 2014 |
Number of common stock issued during the period | 16,550 | 10,000 | ||||
Alexander Chong & William Bartkowski & Daniel Markesi [Member] | ||||||
Annual salaries per annum | $ 650,160 | |||||
Alexander Chong & William Bartkowski & Daniel Markesi [Member] | Previously Reported [Member] | ||||||
Annual salaries per annum | $ 270,000 | |||||
Common Stock [Member] | ||||||
Number of common stock issued during the period | 555,288 | 525,470 | ||||
Investor [Member] | ||||||
Percentage of outstanding capital stock | 100.00% | |||||
Number of common stock issued during the period | 1,000,000 | |||||
Vap Aria Solutions Shareholders [Member] | Common Stock [Member] | ||||||
Number of shares issued for excahange during the period | 5,142,856 | |||||
Vap Aria Solutions Shareholders [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Number of shares issued for excahange during the period | 500,000 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Oct. 21, 2021 | Feb. 15, 2021 | Oct. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||||
Cash equivalents | $ 0 | ||||
Impairment amount | 0 | ||||
Amortized expenses | 59,649 | $ 30,093 | |||
2019 Equity Compensation Plan [Member] | Consultants [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of options granted, shares | 428,574 | 200,000 | 250,000 | ||
Exercise Price | $ 7 | ||||
Number of options exercisable | 100,000 | ||||
Vesting period | 4 years | ||||
Number of options granted, Value | $ 2,798,086 | ||||
Fair value option expenses | $ 2,036,625 | ||||
Share Price | $ 10 | $ 7 | $ 0.15 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 5 years | 2 years 6 months | ||
Volatility Rate | 680.81% | 303.59% | 259.87% | ||
Risk Free Interest Rate | 1.23% | 0.27% | 1.19% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Oct. 21, 2026 | Feb. 15, 2026 | Oct. 1, 2025 | ||
Management Team [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of options granted, shares | 428,574 | 250,000 | |||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 4,282,717 | $ 1,249,568 | |||
Intellectual Property [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimate useful life | 17 years | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Lease contractual term | 12 months | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Lease contractual term | 12 months |
Component of Deferred Tax Asset
Component of Deferred Tax Asset (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 284,218 | $ 143,123 |
Valuation allowance | (284,218) | (143,123) |
Net deferred asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Income tax examination, description | The 2017 Tax Cuts and Jobs Act reduced the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017 | ||
Net Operating Loss Carryforwards Percentage | 80.00% | ||
Operating Loss Carryforwards | $ 1,353,419 | ||
Net operating losses | $ (8,454,806) | $ (2,532,385) | $ 50,052 |
Minimum [Member] | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2033 | ||
Maximum [Member] | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2038 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Dec. 06, 2021 | Nov. 29, 2021 | Nov. 23, 2021 | Nov. 18, 2021 | Oct. 21, 2021 | Oct. 18, 2021 | Sep. 28, 2021 | May 17, 2021 | May 16, 2021 | May 01, 2021 | Apr. 21, 2021 | Mar. 15, 2021 | Feb. 15, 2021 | Dec. 31, 2020 | Nov. 18, 2020 | Oct. 02, 2020 | Jun. 17, 2020 | Jun. 04, 2020 | Jun. 02, 2020 | Apr. 16, 2020 | Apr. 13, 2020 | Mar. 06, 2020 | Jan. 29, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Value of shares issued as compensation for service | $ 165,550 | $ 100,000 | $ 518,004 | $ 205,290 | |||||||||||||||||||||||
Number of share issued for service | 16,550 | 10,000 | |||||||||||||||||||||||||
Common stock, shares issued | 25,397,685 | 26,015,595 | 25,397,685 | ||||||||||||||||||||||||
Common stock, shares outstanding | 25,397,685 | 26,015,595 | 25,397,685 | ||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||||||||
Number of options outstanding and exercisable reduction | 428,574 | 428,574 | |||||||||||||||||||||||||
Sharebased compensation arrangement by sharebased payment award options outstanding and exercisable | 1,757,148 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 5.76 | $ 5.76 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 9 months 18 days | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||||||||
Asset Purchase Agreement [Member] | Xten Capital Group Inc [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Warrant exercise price | $ 5.31 | $ 5.31 | |||||||||||||||||||||||||
Common stock purchase warrants exercisable | 21,000,000 | ||||||||||||||||||||||||||
Warrant or Right, Reason for Issuance, Description | (i) a Series A Common Stock Purchase Warrant exercisable for 7,000,000 shares of common stock commencing on September 30, 2023 and expiring on September 30, 2026, (ii) a Series B Common Stock Purchase Warrant exercisable for 7,000,000 shares of common stock commencing on September 30, 2026 and expiring on September 30, 2029, and (iii) a Series C Common Stock Purchase Warrant exercisable for 7,000,000 shares of common stock commencing on September 30, 2029 and expiring on September 30, 2032 | ||||||||||||||||||||||||||
Value of warrants | $ 191,594 | $ 191,594 | |||||||||||||||||||||||||
Asset Purchase Agreement [Member] | Xten Capital Group Inc [Member] | Series A Common Stock Warrant [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Common stock purchase warrants exercisable | 7,000,000 | ||||||||||||||||||||||||||
Asset Purchase Agreement [Member] | Xten Capital Group Inc [Member] | Series B Common Stock Warrant [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Common stock purchase warrants exercisable | 7,000,000 | ||||||||||||||||||||||||||
Asset Purchase Agreement [Member] | Xten Capital Group Inc [Member] | Series C Common Stock Warrant [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Common stock purchase warrants exercisable | 7,000,000 | ||||||||||||||||||||||||||
Non-U.S. Person [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of common stock shares sold | 296,000 | 71,429 | 71,429 | 165,632 | 248,448 | ||||||||||||||||||||||
Value of common stock shares sold | $ 2,960,000 | $ 500,000 | $ 500,000 | $ 800,000 | $ 1,200,000 | ||||||||||||||||||||||
Two Non-U.S. Person [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of common stock shares sold | 71,430 | ||||||||||||||||||||||||||
Value of common stock shares sold | $ 500,000 | ||||||||||||||||||||||||||
Non-US Person One [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Value of common stock shares sold | 250,000 | ||||||||||||||||||||||||||
Non-US Person Two [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Value of common stock shares sold | $ 250,000 | ||||||||||||||||||||||||||
Unrelated Third Party [Member] | Consulting Engagement Memorandum [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of shares issued as compensation for service | 16,072 | 20,000 | 12,423 | ||||||||||||||||||||||||
Value of shares issued as compensation for service | $ 112,504 | $ 140,000 | $ 62,115 | ||||||||||||||||||||||||
Unrelated Third Party [Member] | Consulting Engagement Memorandum and Agreement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of shares issued as compensation for service | 12,423 | 10,000 | |||||||||||||||||||||||||
Value of shares issued as compensation for service | $ 62,115 | $ 50,000 | |||||||||||||||||||||||||
Number of shares issued for patents | 10,000 | ||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of common stock shares sold | 2,000 | 3,000 | 5,000 | 5,000 | 30,000 | ||||||||||||||||||||||
Value of common stock shares sold | $ 30,000 | $ 50,000 | $ 50,000 | $ 300,000 | |||||||||||||||||||||||
Holder [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 76,917 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 5 | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,384 | ||||||||||||||||||||||||||
Six Non-U.S. Person [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of common stock shares sold | 82,818 | ||||||||||||||||||||||||||
Value of common stock shares sold | $ 400,000 | ||||||||||||||||||||||||||
Unrelated Stockholder [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of stock repurchased | 21,430 | ||||||||||||||||||||||||||
Value of stock repurchased | $ 2,500 | ||||||||||||||||||||||||||
Unrelated ThirdParty One [Member] | Consulting Engagement Memorandum and Agreement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of shares issued as compensation for service | 6,212 | ||||||||||||||||||||||||||
Value of shares issued as compensation for service | $ 31,060 | ||||||||||||||||||||||||||
Accredited Investor [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of common stock shares sold | 28,572 | ||||||||||||||||||||||||||
Value of common stock shares sold | $ 200,000 | ||||||||||||||||||||||||||
Consultants [Member] | 2019 Equity Compensation Plan [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Options garanted | 400,000 | ||||||||||||||||||||||||||
Number of options granted | 428,574 | 200,000 | 250,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 7 | ||||||||||||||||||||||||||
Exercisable shares | 100,000 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||||||||||||||||||||
Fair market value of the options | $ 2,798,086 | ||||||||||||||||||||||||||
Fair value option expenses | $ 2,036,625 | ||||||||||||||||||||||||||
Share price | $ 10 | $ 7 | $ 0.15 | ||||||||||||||||||||||||
Expected Term | 5 years | 5 years | 2 years 6 months | ||||||||||||||||||||||||
Computed volatility | 680.81% | 303.59% | 259.87% | ||||||||||||||||||||||||
Risk free rate | 1.23% | 0.27% | 1.19% | ||||||||||||||||||||||||
Expiration date | Oct. 21, 2026 | Feb. 15, 2026 | Oct. 1, 2025 | ||||||||||||||||||||||||
Warrant exercise price | $ 12 | $ 5.31 | |||||||||||||||||||||||||
Fair value of option granted | $ 4,282,717 | $ 30,849 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jan. 02, 2021 | Dec. 31, 2020 | Dec. 03, 2020 | Jun. 24, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||||
Professional fees | $ 5,500 | $ 937,665 | $ 340,388 | |||||||
Repayments of Related Party Debt | 255,544 | 450,000 | ||||||||
Research and development cost | 668,751 | $ 630,765 | ||||||||
Asset Purchase Agreement [Member] | Xten Capital Group Inc [Member] | Warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock purchase warrants exercisable | 21,000,000 | |||||||||
Warrant exercise price | $ 5.31 | $ 5.31 | $ 5.31 | |||||||
Value of warrants | $ 191,594 | $ 191,594 | $ 191,594 | |||||||
Asset Purchase Agreement [Member] | Xten Capital Group Inc [Member] | Series A Common Stock Warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock purchase warrants exercisable | 7,000,000 | |||||||||
Asset Purchase Agreement [Member] | Xten Capital Group Inc [Member] | Series B Common Stock Warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock purchase warrants exercisable | 7,000,000 | |||||||||
Asset Purchase Agreement [Member] | Xten Capital Group Inc [Member] | Series C Common Stock Warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock purchase warrants exercisable | 7,000,000 | |||||||||
Other Assets Purchase Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payments for purchase of other assets | $ 263,512 | |||||||||
Apparatus Global Solutions [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Professional fees | 5,138 | |||||||||
Xten Capital Group Inc [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from Related Party Debt | 2,500 | |||||||||
Repayments of Related Party Debt | $ 200,000 | $ 250,000 | $ 255,544 | 255,544 | ||||||
Research and development cost | $ 427,788 | |||||||||
5550 Nicollet LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payments for rent | $ 775 | $ 9,300 | $ 9,300 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | Mar. 06, 2020 | May 20, 2013 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 50,000 | |
Common shares of stock | $ 76,917 | |
Common shares of stock | 15,384 | |
Shares issued price per share | $ 5 |
CONVERTIBLE NOTE (Details Narra
CONVERTIBLE NOTE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||
Convertible Notes Payable, Current | $ 40,000 | |
Unsecured Convertible Note [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Notes Payable, Current | $ 62,323 | |
Debt Instrument, Issuance Date | Jul. 14, 2014 | |
Debt Instrument, Maturity Date | Feb. 10, 2020 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Mar. 31, 2022 | Jan. 31, 2022 | |
Lease Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Agreement term | 3 years | |
Value for Annual rate | $ 57,400 | |
Payment for monthly installments | $ 4,800 | |
Share-based payment award, expiration period | 5 years | |
Non-US [Member] | ||
Subsequent Event [Line Items] | ||
Consulting fees | $ 333,000 |