Biostax (BTAX) 10-Q 12 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 12, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-54933
Entity Registrant Name	IMMUNE THERAPEUTICS, INC.
Entity Central Index Key	0001559356
Entity Tax Identification Number	59-3226705
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	2431 Aloma Ave.
Entity Address, Address Line Two	Suite 124
Entity Address, City or Town	Winter Park
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32792
City Area Code	888
Local Phone Number	613-8802
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 Common Stock, Shares Outstanding		83,295,857

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 34,993	$ 150,491
Total current assets	34,993	150,491
Intangible Assets:
Patents and licenses, net	749,123	762,500
Deposits	12,612	50,728
Total Assets	796,728	963,719
Current Liabilities:
Accounts payable	1,300,366	1,300,366
Accrued payroll	336,002	336,002
Notes payable, net of debt discount	846,478	696,478
Due to related parties	441,868	394,736
Accrued interest	78,754	64,455
Accrued liabilities	151,057	136,057
License fees payable	421,774	549,079
Total current liabilities	3,576,299	3,477,173
Total Liabilities	3,576,299	3,477,173
Stockholders’ Deficit:
Common stock – par value $0.0001; 750,000,000 and 750,000,000 shares authorized, respectively; 83,295,857 and 83,045,857 shares issued and outstanding respectively	8,330	8,305
Additional paid in capital	380,586,407	380,436,432
Stock issuances due	10,303	10,303
Accumulated deficit	(383,384,611)	(382,968,494)
Total stockholders’ deficit	(2,779,571)	(2,513,454)
Total Liabilities and Stockholders’ Deficit	$ 796,728	$ 963,719

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	83,295,857	83,045,857
Common stock, shares outstanding	83,295,857	83,045,857

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Selling, general and administrative	$ 207,517	$ 181,616
Research and development expense	180,924
Depreciation and amortization expense	13,377
Total operating expenses	401,818	181,616
Loss from operations	(401,818)	(181,616)
Other (expense) income:
Decrease in carrying value of common shares		(2,282,750)
Interest expense	(14,299)	(92,184)
Total other (expense) income	(14,299)	(2,374,934)
Net loss	$ (416,117)	$ (2,556,550)
Basic (loss) income per share attributable to common shareholders	$ 0	$ (5.29)
Diluted (loss) income per share to common shareholders	$ 0	$ (5.29)
Basic weighted average number of shares outstanding	83,243,079	483,714
Diluted weighted average number of shares outstanding	83,243,079	483,714

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity/(Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock to be Issued [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 49	$ 371,473,810	$ 10,303	$ (379,432,418)	$ (7,948,256)
Balance, shares at Dec. 31, 2021	473,714
Net loss				(2,556,550)	(2,556,550)
Balance at Mar. 31, 2022	$ 49	371,473,810	10,303	(382,351,800)	(10,867,056)
Balance, shares at Mar. 31, 2022	483,714
Balance at Dec. 31, 2022	$ 8,305	380,436,432	10,303	(382,968,494)	(2,513,454)
Balance, shares at Dec. 31, 2022	83,045,857
Net loss				(416,117)	(416,117)
Issuance of common stock for extension of patent and license agreement	$ 25	149,975			150,000
Issuance of common stock for intangible assets, shares	250,000
Balance at Mar. 31, 2023	$ 8,330	$ 380,586,407	$ 10,303	$ (383,384,611)	$ (2,779,571)
Balance, shares at Mar. 31, 2023	83,295,857

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (416,117)	$ (2,556,550)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Loss on impairment on investment in common stock		2,282,750
Amortization of intangibles	13,377
Common stock issued for the extension of patent and license agreement	150,000
Changes in operating assets and liabilities:
Deposits	38,116
Accounts payable		(13,828)
License fees payable	(127,305)
Accrued payroll		4,620
Accrued interest	14,299	92,184
Accrued liabilities	15,000	43,826
Due to related parties	47,132	90,001
Net cash used in operating activities	(265,498)	(56,997)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable	150,000
Net cash provided by financing activities	150,000
Decrease in cash	(115,498)	(56,997)
Cash and cash equivalents, beginning of year	150,491	493,885
Cash and cash equivalents, end of year	$ 34,993	$ 436,888

Company Overview

Company Overview	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Company Overview	1. Company Overview Immune Therapeutics Inc. (the “Company” or “IMUN”) is a Florida corporation trading on the OTC-Pink. The Company is a drug development and commercialization company. We identify, evaluate, and seek to acquire technologies in the medical device and drug development sectors with the intent to further develop them and move them to commercialization. On February 28, 2023, we received a written consent from a majority of our outstanding shareholders to change the name of our Company to “Biostax Corp.” On March 27, 2023, we filed a definitive information statement on Schedule 14C and mailed the information statement to shareholders on record as of the date of the filing. We plan to file our name change amendment with the Secretary of State of Florida at least twenty calendar days after the Financial Industry Regulatory Authority, Inc. processes our name change. Going Concern As of March 31, 2023, the Company had $ 34,993 3,541,306 383,384,611 416,117 2,556,550 2,282,750 Historically the Company has relied on the funding of operations through private equity financing and management expects operating losses and negative cash flows to continue at more significant levels in the future. As the Company continues to incur losses, transition to profitability is dependent upon the successful development, approval, and commercialization of its current or future product candidates as they become available and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings and may seek additional capital through arrangements with strategic partners or from other sources. Working capital at March 31, 2023 is not sufficient to meet the cash requirements to fund planned operations through the next twelve months without additional sources of cash. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. Management is continuing to develop strategies to re-capitalize the Company and position it for future growth. Key steps to this process include: ● Improve the condition of the balance sheet via license arrangements and capital infusions. ● Identify and acquire late-stage assets for commercialization. ● Build out operational infrastructure to generate revenue opportunities to grow shareholder value. There can be no guaranties that the Company will be successful in securing adequate capital to continue operations and in identifying and acquiring assets for future development. If the Company is unable to secure new working capital, other alternatives strategies will be required. Historically, the Company’s strategy has been to acquire and develop assets; potentially spin them out and retain both an equity stake and royalties and milestone payments. In so doing, the Company would act as an incubator for late-stage drug development. Management believes that this strategy can be successful. At this time, the Company is reviewing several opportunities which it may pursue as soon as funding is available. At present, no definitive action has been taken. There can be no guarantees that the Company will be successful in: ● Executing its restructuring plan; ● Securing adequate capital to continue operations; or ● Identifying and acquiring assets for future development. Company History Immune Therapeutics, Inc. (“the Company”, “Immune”) was initially incorporated in Florida on December 2, 1993, as Resort Clubs International, Inc. (“Resort Clubs”). It was formed to manage and market golf course properties in resort markets throughout the United States. Galliano International Ltd. (“Galliano”) was incorporated in Delaware on May 27, 1998 and began trading in November 1999 through the filing of a 15C-211. On November 10, 2004, Galliano merged with Resort Clubs. Resort Clubs was the surviving corporation. On August 23, 2010, Resort Clubs changed its name to pH Environmental Inc. (“pH Environmental”). On April 23, 2012, pH Environmental completed a name change to TNI BioTech, Inc., and on April 24, 2012, we executed a share exchange agreement for the acquisition of all the outstanding shares of TNI BioTech IP, Inc. On September 4, 2014, a majority of our shareholders approved an amendment to our Amended and Restated Articles of Incorporation, as amended, to change our name to Immune Therapeutics, Inc. We filed our name change amendment with the Secretary of State of Florida on October 27, 2014, changing our name to Immune Therapeutics, Inc. On February 28, 2023, we received a written consent from a majority of our outstanding shareholders to change the name of our Company to “Biostax Corp.” On March 27, 2023, we filed a definitive information statement on Schedule 14C and mailed the information statement to shareholders on record as of the date of the filing. We plan to file our name change amendment with the Secretary of State of Florida at least twenty calendar days after the Financial Industry Regulatory Authority, Inc. processes our name change.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2022 (including the notes thereto) set forth in the Company’s Annual Report on Form 10- K for that period. Use of Estimates The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates. Cash, Cash Equivalents, and Short-Term Investments The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value . At March 31, 2023 and December 31, 2022, the Company had cash and cash equivalents of $ 34,993 150,491 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $ 250,000 Segment and Geographic Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making. Fair Value of Financial Instruments In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “ Financial Instruments” Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of the Company’s investment in the common stock of Statera BioPharma, Inc. (“STAB”) reflects an asset impairment charge taken in the second quarter of 2022 and is carried at zero in the consolidated balance sheet. The carrying value of notes payable approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes. Research and Development Costs Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies. The Company incurred $ 180,924 Income Taxes The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of March 31, 2023 and 2022, the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of March 31, 2023, and 2022, the Company does not have any interest or penalties related to uncertain tax positions. Stock-Based Compensation and Issuance of Common Stock for Non-Cash Consideration The Company measures and recognizes compensation expense for share-based awards based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 718, “ Compensation-Stock Compensation The Company did not issue any stock-based compensation awards during the three months ended March 31, 2023 and 2022. Net Income (Loss) per Share For the three months ended March 31, 2023, basic and diluted net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net income (loss) per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, using the treasury-stock method. For purposes of the diluted net income (loss) per share calculation, shares to be issued pursuant to convertible debt and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net income (loss) per share in 2023 and 2022 because their effect would be anti-dilutive. A total of 34,495 5,620,353 For the three months ended March 31, 2023, diluted income per share was calculated by dividing the net income by the weighted-average number of common shares outstanding for the period determined using the treasury-stock method. A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share for the periods ended March 31, 2023 and 2022 are as follows: Schedule of Basic and Diluted Earnings per Share Three Months ended March 31, 2023 March 31, 2022 Basic EPS Income (loss) available to common shareholders (Numerator) $ (416,117 ) $ (2,556,550 ) Weighted average common shares (Denominator) 83,243,079 483,714 Basic EPS $ (0.00 ) $ (5.29 ) Diluted EPS Income (loss) available to common shareholders (Numerator) $ (416,117 ) $ (2,556,550 ) Weighted average common shares (Denominator) 83,243,079 483,714 Diluted EPS $ (0.00 ) $ (5.29 ) Recent Accounting Standards The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the first quarter of 2023. Applicable pronouncements will be adopted by the Company in accordance with the accounting guidance and definition. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. Management does not believe there are other significant accounting pronouncements which have had or will have a material impact on the Company’s consolidated financial statements.

Notes payable

Notes payable	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Notes payable	Note 3. Notes payable During the three month period ended March 31, 2023, the Company reported the following activity in notes and accrued interest: On March 24, 2023, the Company issued $ 150,000 100,000 mature in 90 days 8% Notes Payable on March 31, 2023 and December 31, 2022 are as follows: Schedule of Notes Payable March 31, 2023 December 31, 2022 Promissory note was issued in the first quarter of 2019. The note accrues interest at 6% and matured in February 2020. The note is in default. $ 231,478 $ 231,478 Promissory note was issued in the first quarter of 2019. The note accrues interest at 6% February 2020 $ 231,478 $ 231,478 Promissory note issued in 2019 for the settlement of debt in the same amount and matured in 2021. Lender earns interest at 15% September 2023 150,000 150,000 Promissory note issued in 2022 and matures in July 2023 6% 0.05 65,000 65,000 Promissory note issued in 2022 and matures in July 2023 6% 0.05 200,000 200,000 Promissory note issued in 2022 and matures in December 2023 7.75% 50,000 50,000 Promissory notes issued in March 2023 and mature in June 2023 8% 100,000 150,000 - Notes payable total $ 846,478 $ 696,478 At March 31, 2023 and December 31, 2022, the Company had accrued $ 78,754 64,455

Capital Structure _ Common Stoc

Capital Structure – Common Stock and Stock Purchase Warrants	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Capital Structure – Common Stock and Stock Purchase Warrants	4. Capital Structure – Common Stock and Stock Purchase Warrants Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. Stock Warrants During the three months ended March 31, 2023 and March 31, 2022, no warrants were issued or exercised. There were no modifications to the terms of any warrants issued by the Company during these periods. The following is a summary of outstanding common stock warrants as of March 31, 2023. Schedule of Outstanding Common Stock Warrants Expiration Date Number of Shares Exercise Price Remaining Life (years) Second Quarter 2023 1,000 $ 200 .25 Third Quarter 2023 1,500 $ 100 .50 Third Quarter 2028 3,000 $ 70 5.50 Second Quarter 2032 28,995 $ 10 70 9.25 34,495 $ 10 200 Following is a summary of stock warrant activity for the three months ended March 31, 2023: Schedule of Stock Outstanding Warrants Activity Number of Shares Exercise Weighted Average Price Warrants as of December 31, 2022 38,495 $ 10 200 $ 59.42 Issued - $ - $ - Expired and forfeited (4,000 ) $ 30 40 $ 32.50 Exercised - $ - $ - Warrants as of March 31, 2023 34,495 $ 10 200 $ 62.54

Income Taxes _ Results of Opera

Income Taxes – Results of Operations	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes – Results of Operations	5. Income Taxes – Results of Operations There was no income tax expense reflected in the results of operations for the periods ended March 31, 2023 and 2022 because the Company has significant net loss operating carryforwards available to offset the potential tax liabilities. Our tax rate can be affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in jurisdictions. It may also be affected by discrete items that may occur in any given year but are not consistent from year to year. For U.S. federal purposes the corporate statutory income tax rate was 21% ASC Topic 740 requires that a valuation allowance be provided if it is more likely than not that some portion or all a deferred tax asset will not be realized. The Company’s ability to realize the benefit of its deferred tax asset will depend on the generation of future taxable income. Because the Company has yet to recognize revenue, we believe that the full valuation allowance should be provided.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	6. Subsequent Events Amendment 2 to License with Cytocom Inc. (which is now Statera Biopharma Inc.) In December 2013, the Company formed Cytocom Inc., which changed its name to Statera Biopharma Inc. (“Statera”) on September 1, 2021, as a subsidiary of the Company, and transferred rights, titles and interests to the Company as follows: (i) Patents, patent applications, and all divisional, continuations and continuations-in-part thereof, together with all reissues, reexaminations, renewals, and extensions thereof and all rights to obtain such divisional, continuations and continuations-in-part, reissues, reexaminations, renewals and extensions, and all utility models and statutory invention registrations and any other such analogous rights. (ii) Trademarks, service marks, Internet domain names, trade dress, trade styles, logos, trade names, services names, brand names, corporate names, assumed business names and general intangibles and other source identifiers of a like nature, together with the goodwill associated with any of the foregoing, and all registrations and applications for registrations thereof, together with all renewals and extensions thereof and all rights to obtain such renewals and extensions. (iii) Copyrights, mask work rights, database and design rights, moral rights and rights in Internet websites, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof and all applications in connection therewith, together with all renewals, continuations, reversions and extensions thereof and all rights to obtain such renewals, continuations, reversions and extensions. (iv) Confidential and proprietary information, including, trade secrets and know-how. On May 1, 2018, the Company entered into an amended and restated licensing agreement (the “Restated Agreement”) with Statera. The Restated Agreement restates the licensing arrangement between the Company and Statera and grants the Company distribution and marketing rights for Lodonal™ and meta enkephalin (MENK) for humans in certain emerging markets. In addition, the Company was granted the rights to distribute and market Lodonal™ and MENK for animal use in the United States. The royalty due to Statera was reduced from 5% 1% On April 8, 2019, the Company signed a second amendment to its licensing agreement (the “Second Amendment”) with Statera. The Second Amendment confirmed that, (as of its effective date December 31, 2018) the Company owned 15.57% On May 13, 2020, the Company and Statera entered into an Amendment to the Second Amendment (“Third Amendment”) that was effective December 31, 2018. The Third Amendment provides Statera with the Company’s previously licensed rights for LDN and MENK in emerging markets. The original terms for consideration for the sublicense were not finalized until August 12, 2020, at which time Statera and the Company signed a letter agreement in which Statera agreed to assume a combination of defaulted notes plus certain other liabilities. Such terms were amended, and the Company agreed to transfer all the rights, title, and interests to Statera in technology licensed from Penn State Research Foundation (“ PSU On July 20, 2021, Statera and the Company agreed to modify the terms of the original sublicense. The renegotiated terms are presented below. The assignment of the notes and associated accrued interest and penalties in default was fully executed in the third quarter of 2020 with the transfer of the notes upon the creditors’ signoff. The Company recognized a gain upon the assignment of these notes in the third quarter of 2020. Consideration for License to Statera as of December 31, 2022: Schedule of Consideration Consideration / Assumption of: Notes and associated accrued interest in default $ 3,302,209 Accounts payable and accruals 230,000 Past Due Employee Obligations 1,110,567 Total anticipated Consideration $ 4,642,776 Recognized through December 31, 2020 (3,302,209 ) To Be Recognized upon Execution $ 1,340,567 As of December 31, 2022, the Notes transaction has not been fully executed. The notes in default have been assigned and the transfer signed off by the creditors, but Statera still has not completed the assumption of the agreed upon obligations. On March 24, 2023, the Company and Statera entered into an amendment to the licensing agreement (“Third License Amendment”). This agreement is subject to approval of the United States Bankruptcy Court for the District of Colorado, which is the process of reviewing the involuntary petition commenced against Statera on August 16, 2022. The Third License Amendment: ● Restates the licensing arrangement between the Company and Statera and grants the Company manufacturing, distribution and marketing rights for LDN and MENK in humans for all indications except Crohn’s Disease (worldwide), and in animals (US only). ● Grants the Company the right grant sublicenses to third parties for the manufacturing, distribution and marketing of these products. ● Updates the royalty rates as follows: Schedule of Royalty Rate Annual Sales of Royalty Qualifying Licensed Products Royalty Rate <$500,000,000 2 % 500,000,000 to < $1,000,000,000 4 % > $1,000,000,000) 6 % The Company anticipates the Third License Amendment to be approved by the United States Bankruptcy Court. Appointment of Robert Wilson as President On April 12, 2023, the board of directors appointed Mr. Robert Wilson, a current Director of the Company, as the new President of the Company. Mr. Wilson replaces his wife, Kelly O’Brien Wilson who was serving as the interim President and will remain a Director of the Company. Ms. Wilson resigned as the interim President effective as of the same date. Ms. Wilson’s resignation as interim President was not due to any disagreement with the Company on any matter relating to its operation, policies or practices. Ms. Wilson remains the Company’s Chief Executive Officer and Chief Operating Officer. Second Extension to License Agreement with TaiwanJ Pharmaceuticals On September 30, 2022, the Company entered into an Intellectual Property License Agreement (the “ Agreement TaiwanJ Products Pursuant to the terms of the Agreement, the Company was to provide a non-refundable, up-front payment of $ 500,000 On January 5, 2023, the Company entered into an agreement to extend the up-front payment due date under the Intellectual Property Licensing Agreement (the “Extension”) with TaiwanJ Pharmaceuticals Co. Ltd. Pursuant to the Extension, the Company issued 250,000 On March 27, 2023, the Company paid $ 150,000 500,000 On April 13, 2023, The Company entered into a second extension to the Intellectual Property License Agreement (the “Second Extension”) with TaiwanJ Pharmaceuticals Co. Ltd. Pursuant to the Second Extension, the Company has agreed to make a $ 100,000 250,000 250,000 May 31, 2023 1.5%

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2022 (including the notes thereto) set forth in the Company’s Annual Report on Form 10- K for that period.
Use of Estimates	Use of Estimates The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates.
Cash, Cash Equivalents, and Short-Term Investments	Cash, Cash Equivalents, and Short-Term Investments The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value . At March 31, 2023 and December 31, 2022, the Company had cash and cash equivalents of $ 34,993 150,491
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $ 250,000
Segment and Geographic Information	Segment and Geographic Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making.
Fair Value of Financial Instruments	Fair Value of Financial Instruments In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “ Financial Instruments” Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of the Company’s investment in the common stock of Statera BioPharma, Inc. (“STAB”) reflects an asset impairment charge taken in the second quarter of 2022 and is carried at zero in the consolidated balance sheet. The carrying value of notes payable approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes.
Research and Development Costs	Research and Development Costs Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies. The Company incurred $ 180,924
Income Taxes	Income Taxes The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of March 31, 2023 and 2022, the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of March 31, 2023, and 2022, the Company does not have any interest or penalties related to uncertain tax positions.
Stock-Based Compensation and Issuance of Common Stock for Non-Cash Consideration	Stock-Based Compensation and Issuance of Common Stock for Non-Cash Consideration The Company measures and recognizes compensation expense for share-based awards based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 718, “ Compensation-Stock Compensation The Company did not issue any stock-based compensation awards during the three months ended March 31, 2023 and 2022.
Net Income (Loss) per Share	Net Income (Loss) per Share For the three months ended March 31, 2023, basic and diluted net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net income (loss) per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, using the treasury-stock method. For purposes of the diluted net income (loss) per share calculation, shares to be issued pursuant to convertible debt and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net income (loss) per share in 2023 and 2022 because their effect would be anti-dilutive. A total of 34,495 5,620,353 For the three months ended March 31, 2023, diluted income per share was calculated by dividing the net income by the weighted-average number of common shares outstanding for the period determined using the treasury-stock method. A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share for the periods ended March 31, 2023 and 2022 are as follows: Schedule of Basic and Diluted Earnings per Share Three Months ended March 31, 2023 March 31, 2022 Basic EPS Income (loss) available to common shareholders (Numerator) $ (416,117 ) $ (2,556,550 ) Weighted average common shares (Denominator) 83,243,079 483,714 Basic EPS $ (0.00 ) $ (5.29 ) Diluted EPS Income (loss) available to common shareholders (Numerator) $ (416,117 ) $ (2,556,550 ) Weighted average common shares (Denominator) 83,243,079 483,714 Diluted EPS $ (0.00 ) $ (5.29 )
Recent Accounting Standards	Recent Accounting Standards The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the first quarter of 2023. Applicable pronouncements will be adopted by the Company in accordance with the accounting guidance and definition. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. Management does not believe there are other significant accounting pronouncements which have had or will have a material impact on the Company’s consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of Basic and Diluted Earnings per Share	Schedule of Basic and Diluted Earnings per Share Three Months ended March 31, 2023 March 31, 2022 Basic EPS Income (loss) available to common shareholders (Numerator) $ (416,117 ) $ (2,556,550 ) Weighted average common shares (Denominator) 83,243,079 483,714 Basic EPS $ (0.00 ) $ (5.29 ) Diluted EPS Income (loss) available to common shareholders (Numerator) $ (416,117 ) $ (2,556,550 ) Weighted average common shares (Denominator) 83,243,079 483,714 Diluted EPS $ (0.00 ) $ (5.29 )

Notes payable (Tables)

Notes payable (Tables)	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Schedule of Notes Payable	Notes Payable on March 31, 2023 and December 31, 2022 are as follows: Schedule of Notes Payable March 31, 2023 December 31, 2022 Promissory note was issued in the first quarter of 2019. The note accrues interest at 6% and matured in February 2020. The note is in default. $ 231,478 $ 231,478 Promissory note was issued in the first quarter of 2019. The note accrues interest at 6% February 2020 $ 231,478 $ 231,478 Promissory note issued in 2019 for the settlement of debt in the same amount and matured in 2021. Lender earns interest at 15% September 2023 150,000 150,000 Promissory note issued in 2022 and matures in July 2023 6% 0.05 65,000 65,000 Promissory note issued in 2022 and matures in July 2023 6% 0.05 200,000 200,000 Promissory note issued in 2022 and matures in December 2023 7.75% 50,000 50,000 Promissory notes issued in March 2023 and mature in June 2023 8% 100,000 150,000 - Notes payable total $ 846,478 $ 696,478

Capital Structure _ Common St_2

Capital Structure – Common Stock and Stock Purchase Warrants (Tables)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Outstanding Common Stock Warrants	The following is a summary of outstanding common stock warrants as of March 31, 2023. Schedule of Outstanding Common Stock Warrants Expiration Date Number of Shares Exercise Price Remaining Life (years) Second Quarter 2023 1,000 $ 200 .25 Third Quarter 2023 1,500 $ 100 .50 Third Quarter 2028 3,000 $ 70 5.50 Second Quarter 2032 28,995 $ 10 70 9.25 34,495 $ 10 200
Schedule of Stock Outstanding Warrants Activity	Following is a summary of stock warrant activity for the three months ended March 31, 2023: Schedule of Stock Outstanding Warrants Activity Number of Shares Exercise Weighted Average Price Warrants as of December 31, 2022 38,495 $ 10 200 $ 59.42 Issued - $ - $ - Expired and forfeited (4,000 ) $ 30 40 $ 32.50 Exercised - $ - $ - Warrants as of March 31, 2023 34,495 $ 10 200 $ 62.54

Subsequent Events (Tables)

Subsequent Events (Tables)	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Schedule of Consideration	Consideration for License to Statera as of December 31, 2022: Schedule of Consideration Consideration / Assumption of: Notes and associated accrued interest in default $ 3,302,209 Accounts payable and accruals 230,000 Past Due Employee Obligations 1,110,567 Total anticipated Consideration $ 4,642,776 Recognized through December 31, 2020 (3,302,209 ) To Be Recognized upon Execution $ 1,340,567
Schedule of Royalty Rate	Schedule of Royalty Rate Annual Sales of Royalty Qualifying Licensed Products Royalty Rate <$500,000,000 2 % 500,000,000 to < $1,000,000,000 4 % > $1,000,000,000) 6 %

Company Overview (Details Narra

Company Overview (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 34,993
Working capital	3,541,306
Accumulated deficit	383,384,611		$ 382,968,494
Net loss	416,117	$ 2,556,550
Impairment loss		$ 2,282,750

Schedule of Basic and Diluted E

Schedule of Basic and Diluted Earnings per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accounting Policies [Abstract]
Income available to common shareholders (Numerator)	$ (416,117)	$ (2,556,550)
Weighted average common shares (Denominator)	83,243,079	483,714
Basic EPS	$ 0	$ (5.29)
Income available to common shareholders (Numerator)	$ (416,117)	$ (2,556,550)
Weighted average common shares (Denominator)	83,243,079	483,714
Diluted EPS	$ 0	$ (5.29)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Cash and cash equivalents	$ 34,993		$ 150,491
Cash at federal deposit	250,000
Research and development costs	$ 180,924
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	34,495
Conversion of Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	5,620,353

Schedule of Notes Payable (Deta

Schedule of Notes Payable (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Notes payable total	$ 846,478	$ 696,478
Notes Payable [Member]
Short-Term Debt [Line Items]
Notes payable total	231,478	231,478
Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable total	150,000	150,000
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes payable total	65,000	65,000
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Notes payable total	200,000	200,000
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Notes payable total	50,000	50,000
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Notes payable total	$ 150,000

Schedule of Notes Payable (De_2

Schedule of Notes Payable (Details) (Parenthetical) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2019	Dec. 31, 2022	Dec. 31, 2019
Notes Payable [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum		6%
Debt instrument maturity date description		February 2020
Notes Payable One [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum				15%
Debt instrument maturity date description				September 2023
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum			6%
Debt instrument maturity date description			July 2023
Debt conversion, price			$ 0.05
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum			6%
Debt instrument maturity date description			July 2023
Debt conversion, price			$ 0.05
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum			7.75%
Debt instrument maturity date description			December 2023
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum	8%
Debt instrument maturity date description	June 2023
Promissory note issued	$ 100,000

Notes payable (Details Narrativ

Notes payable (Details Narrative) - USD ($)	Mar. 24, 2023	Mar. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Interest payable		$ 78,754	$ 64,455
Promissory Notes [Member] | H.Louis Salomonsky [Member]
Short-Term Debt [Line Items]
Promissory note issued	$ 100,000
Maturity date description	mature in 90 days
Interest rate	8%
Two Lenders [Member] | Promissory Notes [Member]
Short-Term Debt [Line Items]
Promissory note issued	$ 150,000

Schedule of Outstanding Common

Schedule of Outstanding Common Stock Warrants (Details)	Mar. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares | shares	34,495
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 10
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 200
Second Quarter 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares | shares	1,000
Exercise price	$ 200
Remaining Life	3 months
Third Quarter 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares | shares	1,500
Exercise price	$ 100
Remaining Life	6 months
Third Quarter 2028 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares | shares	3,000
Exercise price	$ 70
Remaining Life	5 years 6 months
Second Quarter 2032 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares | shares	28,995
Remaining Life	9 years 3 months
Second Quarter 2032 [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 10
Second Quarter 2032 [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 70

Schedule of Stock Outstanding W

Schedule of Stock Outstanding Warrants Activity (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares Warrants, Beginning balance | shares	38,495
Weighted Average Price, Beginning balance	$ 59.42
Number of Shares Warrants, Issued | shares
Exercise Price, Issued
Weighted Average Price, issued
Number of Shares Warrants, Expired and forfeited | shares	(4,000)
Weighted Average Price, Expired and forfeited	$ 32.50
Number of Shares Warrants, Exercised | shares
Exercise Price, Exercised
Weighted Average Price, Exercised
Number of Shares Warrants, Ending balance | shares	34,495
Weighted Average Price, Ending balance	$ 62.54
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price, Beginning balance	10
Exercise Price, Expired and forfeited	30
Exercise Price, Ending balance	10
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price, Beginning balance	200
Exercise Price, Expired and forfeited	40
Exercise Price, Ending balance	$ 200

Income Taxes _ Results of Ope_2

Income Taxes – Results of Operations (Details Narrative)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Statutory income tax rate	21%	21%

Schedule of Consideration (Deta

Schedule of Consideration (Details) - Statera [Member]	12 Months Ended
	Dec. 31, 2022 USD ($)
Notes and associated accrued interest in default	$ 3,302,209
Accounts payable and accruals	230,000
Past Due Employee Obligations	1,110,567
Total anticipated Consideration	4,642,776
Recognized through December 31, 2020	(3,302,209)
Total Consideration to be Recognized Upon Execution	$ 1,340,567

Schedule of Royalty Rate (Detai

Schedule of Royalty Rate (Details)	Mar. 24, 2023
Less than 500,000,000 [Member]
Royalty Rate	2%
From 500,000,000 to less than 1,000,000,000 [Member]
Royalty Rate	4%
Greater than 1,000,000,000 [Member]
Royalty Rate	6%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)						12 Months Ended
	Apr. 13, 2023	Mar. 27, 2023	Jan. 05, 2023	Apr. 08, 2019	May 01, 2018	Dec. 31, 2022	Apr. 14, 2023	Mar. 31, 2023
Subsequent Event [Line Items]
Cash payment								$ 34,993
Taiwan J Pharmaceuticals Co Ltd [Member]
Subsequent Event [Line Items]
Up front payment		$ 500,000				$ 500,000
Common stock shares issued			250,000
License payment due		$ 150,000
Taiwan J Pharmaceuticals Co Ltd [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Cash payment	$ 100,000
License fee	$ 250,000
Promissory note issued							$ 250,000
Maturing period	May 31, 2023
Percentage of interest rate per annum	1.50%
Statera [Member]
Subsequent Event [Line Items]
Common stock shares issued and outstanding				15.57%
Maximum [Member] | Statera [Member]
Subsequent Event [Line Items]
Royalty due					5%
Minimum [Member] | Statera [Member]
Subsequent Event [Line Items]
Royalty due					1%