Biostax (BTAX) 10-K 15 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Apr. 15, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-54933
Entity Registrant Name	BIOSTAX CORP
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
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	BTAX
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
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			$ 11
Entity Common Stock, Shares Outstanding		83,738,939
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Turner, Stone & Company LLP
Auditor Location	Dallas, TX
Auditor Firm ID	76

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 29,785	$ 150,491
Equity securities at fair value
Total current assets	29,785	150,491
Intangible Assets:
Patents and licenses	708,192	762,500
Deposits	5,500	50,728
Total Assets	743,477	963,719
Current Liabilities:
Accounts payable	1,350,984	1,300,366
Accrued payroll	336,002	336,002
Notes payable, net of debt discount	1,183,978	696,478
Accrued interest	152,315	64,455
Accrued liabilities	136,057	136,057
License fees payable	295,230	549,079
Total current liabilities	4,559,159	3,477,173
Total Liabilities	4,559,159	3,477,173
Stockholders’ Deficit:
Common stock – par value $0.0001; 750,000,000 and 750,000,000 shares authorized, respectively; 83,657,853 and 83,045,857 shares issued and outstanding respectively	8,366	8,305
Additional paid in capital	380,795,003	380,436,432
Stock issuances due		10,303
Accumulated deficit	(384,619,050)	(382,968,494)
Total stockholders’ deficit	(3,815,682)	(2,513,454)
Total Liabilities and Stockholders’ Deficit	743,477	963,719
Related Party [Member]
Current Liabilities:
Due to related parties	1,104,594	394,736
Undocumented investor advances

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	83,657,853	83,045,857
Common stock, shares outstanding	83,657,853	83,045,857

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues, net
Cost of products sold
Gross profit
Operating expenses:
Selling, general and administrative	957,114	1,149,257
Research and development expense	473,528	14,236
Research and development expense	54,308
Total operating expenses	1,484,950	1,163,493
Loss from operations	(1,484,950)	(1,163,493)
Other income (expense):
Gain on issuance of Forte license		3,165,151
Interest expense	(125,607)	(120,403)
Receipt of common shares
Change in market value of common shares		(2,645,000)
(Loss) gain on settlement of obligations and conversion of debt	(40,000)	(1,166,418)
Gain on derivative liability valuation
Charge from warrant modification and debt settlement		(1,605,913)
Total other income (expense)	(165,607)	(2,372,583)
Net (loss) income	$ (1,650,557)	$ (3,536,076)
Basic earnings (loss) per share attributed to common stockholders	$ (0.02)	$ (0.10)
Diluted earnings (loss) per share attributed to common stockholders	$ (0.02)	$ (0.10)
Basic weighted average number of shares outstanding	83,510,001	36,290,359
Diluted weighted average number of shares outstanding	85,129,597	36,290,359

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' 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	483,714
Issuance of common stock upon conversion of notes and obligations	$ 6,413	6,276,755			6,283,168
Issuance of common stock upon conversion of notes and obligations, shares	64,125,963
Issuance of common stock upon warrant exercise	$ 1,808	721,516			723,324
Issuance of common stock upon warrant exercise, shares	18,086,680
Change resulting from warrant modification		1,605,913			1,605,913
Issuance of common stock for services	$ 10	95,963			95,973
Issuance of common stock for services, shares	99,500
Issuance of common stock for intangible assets	$ 25	262,475			262,500
Issuance of common stock for intangible assets, shares	250,000
Net Loss				(3,536,076)	(3,536,076)
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
Issuance of common stock upon conversion of notes and obligations	$ 11	58,620	(10,303)		48,329
Issuance of common stock upon conversion of notes and obligations, shares	111,996
Issuance of common stock for intangible assets	$ 50	299,950			300,000
Issuance of common stock for intangible assets, shares	500,000
Net Loss				(1,650,557)	(1,650,557)
Balance at Dec. 31, 2023	$ 8,366	$ 380,795,002		$ (384,619,051)	$ (3,815,682)
Balance, shares at Dec. 31, 2023	83,657,853

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,650,557)	$ (3,536,076)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Common stock issued for the extension of patent and license agreement	300,000
Amortization of intangibles	54,308
Gain on issuance of Forte license agreement		(3,165,151)
Loss on impairment on investment in common stock		2,645,000
Loss (gain) on settlement of obligations		1,166,418
Loss from warrant modification		1,605,913
Changes in operating assets and liabilities:
Deposits	45,228	(50,728)
Accounts payable	50,618	388,539
License fees payable	(253,849)
Accrued payroll		4,620
Accrued interest	87,860	130,229
Accrued liabilities		(75,321)
Due to related parties	709,858	304,736
Net cash used in operating activities	(656,534)	(581,821)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets		(500,000)
Net cash used in investing activities		(500,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from undocumented investor advances		6,369
Proceeds from related parties	100,000	417,058
Proceeds from issuance of notes payable	435,828	315,000
Net cash provided by financing activities	535,828	738,427
(Decrease) increase in cash	(120,705)	(343,394)
Cash and cash equivalents, beginning of year	150,491	493,885
Cash and cash equivalents, end of year	29,786	150,491
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Reclassification of accrued interest to notes payable		7,006,492
Conversion of notes and accrued interest to common stock	42,703	95,973
Stock issued for intangible assets		$ 262,500

Organization and Description of

Organization and Description of Business	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	1. Organization and Description of Business Company Overview Biostax Corp. (the “Company” or “BTAX”) 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 filed our name change amendment with the Secretary of State of Florida on October 5, 2023 and our new Company name and trading symbol (BTAX) became effective on October 20, 2023. Going Concern As of December 31, 2023, the Company had $ 29,785 4,529,374 384,619,050 1,650,557 Historically the Company has relied on the funding of operations through private equity financings 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 December 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 condensed consolidated 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 developing as a strategy 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 guaranties 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 The Company 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. 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 filed our name change amendment with the Secretary of State of Florida on October 5, 2023 and our new Company name and trading symbol (BTAX) became effective on October 20, 2023. The consolidated financial statements of the Company include the following inactive subsidiaries: (1) TNI BioTech, Ltd., a BVI company in Tortola, British Virgin Islands incorporated in October 2012 which was set up to market and sell Naltrexone outside the United States, (2) TNI BioTech, LTD, United Kingdom incorporated in August 2013 which was set up as a micro, small or medium-sized enterprise to be able to sell administrative and financial assistance programs offered by European Medicines Agency, (3) Airmed Biopharma Limited, Dublin Ireland incorporated in March 2014 which was set up to qualify for tax incentives for Irish holding/headquartered companies to benefit from the network of double tax treaties that reduce withholding taxes and (4) Airmed Holdings Limited an Irish company domiciled in Bermuda incorporated in March 2014 set up to manage international distribution.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s management has reviewed these critical accounting policies and related disclosures with the Company’s Board of Directors. The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results. 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. 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 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. Derivative Financial Instruments FASB ASC 815, Fair Value Measurements requires bifurcation of certain embedded derivative instruments in certain debt or equity instruments, and measurement at their fair value for accounting purposes. A holder redemption feature embedded in the Company’s note payable requires bifurcation from its host instrument and is accounted for as a freestanding derivative. The Company held no derivative financial instruments at December 31, 2023. 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 $ 473,528 14,236 Income Taxes The Company follows ASC Topic 740, “Income Taxes” 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. As of December 31, 2023 and 2022, and at the date of adoption, the Company did 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 December 31, 2023 and 2022, the Company has no Stock-Based Compensation and Issuance of 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 no Net Income per Share Basic net income per share is calculated by dividing the net income attributable to common stockholders 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 because their effect would be anti-dilutive. A total of 31,995 1,619,596 The Company’s potentially dilutive securities which include primarily warrants, have been included in the computation of diluted net income per share for the twelve-month periods ended December 31, 2023 and 2022. A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Schedule of Basic and Diluted Earnings per Share 2023 2022 Years ended December 31, 2023 2022 Basic EPS Income (loss) available to common shareholders (Numerator) $ (1,650,557 ) $ (3,536,076 ) Weighted average common shares (Denominator) 83,510,001 36,290,359 Basic EPS $ (0.02 ) $ (0.10 ) Diluted EPS Income (loss) available to common shareholders (Numerator) $ (1,650,557 ) $ (3,536,076 ) Weighted average common shares (Denominator) 85,129,597 36,290,359 Diluted EPS $ (0.02 ) $ (0.10 ) Recent Accounting Standards The Company has reviewed the accounting pronouncements issued by the FASB during the twelve months ended December 31, 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	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Notes payable	3. Notes payable As of December 31, 2023, the Company had $ 1,183,978 487,500 315,000 Notes Payable at December 31, 2023 and 2022: Schedule of Notes Payable December 31, 2023 December 31, 2022 Promissory note $ 231,478 $ 231,478 Promissory note 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 matured in July 2023 6 65,000 65,000 Promissory note issued in 2022 and matured in July 2023 6 200,000 200,000 Promissory note issued in 2022 and matured in December 2023 7.75 50,000 50,000 Promissory note issued in March 2023 and matured in May 2023 8 100,000 - Promissory note issued in March 2023 and matured in June 2023 8 50,000 - Promissory note issued in April 2023 and matured in May 2023 18 250,000 - Promissory note issued in June 2023 and matures in June 2024 8 15,000 - Promissory note issued in July 2023 and matures in July 2025 8.5 7,500 - Promissory note issued in November 2023 and matures in August 2024 22.0 65,000 - $ 1,183,978 $ 696,478 As of December 31, 2023 and 2022, the Company had accrued $ 152,315 64,455 Gain on Settlement of Debt During the year ended December 31, 2023, the Company recognized a non-cash loss of $ 40,000 1,166,418

Common Stock and Common Stock W

Common Stock and Common Stock Warrants	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Common Stock and Common Stock Warrants	5. Common Stock and Common Stock Warrants Each holder of common stock is entitled to vote on all shareholder 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. As of December 31, 2023, and 2022, the Company was authorized to issue 750,000,000 750,000,000 0.0001 83,657,853 83,045,857 Common Stock Warrants The Company did not issue or modify any warrants in the twelve-month period ended December 31, 2023. When the Company sells its stock to stockholders for cash, it periodically issues common stock warrants to the investors at prices agreed at the date of the original sale. The Company incurs a cost for the rights attached to the warrants, which is calculated using the Black-Scholes Model and is reported in the Statements of Operations in the period of issuance. A summary of outstanding warrants as of December 31, 2023 follows: Schedule of Outstanding Common Stock Warrants Expiration Date Number of Exercise Price Remaining Third Quarter 2028 3,000 70 4.75 Second Quarter 2032 28,995 10 70 8.50 31,995 $ 10 70 Following is a summary of outstanding stock warrants activity for the twelve months ended December 31, 2023 and 2022: Schedule of Stock Outstanding Warrants Activity Number of Exercise Weighted Warrants as of December 31, 2021 20,057,162 $ 2 290 $ 5.21 Issued - - - Expired and forfeited (2,293,667 ) 0.05 290 205.25 Exercised (17,725,000 ) 0.05 0.05 Warrants as of December 31, 2022 38,495 $ 10 200 $ 59.42 Issued - - - Expired and forfeited (6,500 ) 30 200 73.85 Exercised - - - Warrants as of December 31, 2023 31,995 $ 10 70 $ 56.49

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	6. Income Taxes There was no 91,900,000 Approximately $ 64,629,000 2033 27,226,000 will be limited to 80% of taxable income but will not expire The tax effects of temporary differences which give rise to deferred tax assets (liabilities) are summarized as follows: Deferred tax assets: Schedule of Deferred Tax Assets 2023 2022 Net operating losses $ 19,423,000 $ 19,423,000 Temporary differences 893,000 893,000 Total deferred tax assets 18,530,000 18,530,000 Valuation allowance (18,530,000 ) (18,530,000 ) Total deferred tax assets, net $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the realization of future taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding realizability. Schedule of Income Taxes Net Operating Loss 2023 2022 For the year ended December 31, 2023 2022 Statutory federal tax rate 21.00 % 21.00 % Permanent differences (17.2 )% (17.2 )% Temporary differences (25.3 )% (25.3 )% Valuation allowance 21.5 % 21.5 % Effective tax rate 0.0 % 0.0 % Provision for income taxes - - The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of December 31, 2022, and 2021, the Company had no unrecognized tax benefits. There were no changes in the Company’s unrecognized tax benefits during the years ended December 31, 2022 and 2021. The Company did not recognize any interest or penalties during fiscal 2022 or 2021 related to unrecognized tax benefits.

Licenses and Supply Agreements

Licenses and Supply Agreements	12 Months Ended
	Dec. 31, 2023
Licenses And Supply Agreements
Licenses and Supply Agreements	7. Licenses and Supply Agreements Forte Animal Health, Inc. On July 8, 2021, the Company amended the license agreement (the “Amended License Agreement”) with Forte Animal Health Inc. (“Forte”), a related party, dated February 27, 2020. Under the Amended License Agreement, the Company granted Forte an exclusive license to develop and commercialize pharmaceutical products consisting of Lodonal and MENK for use in veterinary applications for all indications world-wide. Milestone payments and royalties are defined in the agreement based on development and royalties are based on sales during the license period. The initial license fee included the assignment of certain Company defaulted notes and other vendor and employee obligations. During the second quarter of 2022, these debtors associated with the assigned obligations completed the assignment of $ 1,775,275 264,790 1,125,086 In connection with the amended license agreement, Forte issued 2,235,000 15 Forte has agreed to make payments to the Company in connection with this agreement as follows: ● Initial License Fee, upon the assignment of certain Company Notes Payable. ● Development Milestone Payments upon the occurrence of the identified events, one-time, non-creditable, non-refundable milestone payments of $ 100,000 ● Commercial Milestone Payments upon reaching the mutually agreed aggregate net sales. Forte will pay one-time, non-creditable, non-refundable milestone payments to be negotiated and addressed in a separate Amendment later. ● Royalties during the royalty term (generally 15 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 % Cytocom On May 13, 2020, the Company and Cytocom entered into an Amendment to The Second Amendment to The License Agreement (“Third Amendment”) that was effective December 31, 2018. The sublicense provides Cytocom with the Company’s previously licensed rights for LDN and MENK in Emerging Markets. Original terms for consideration for the sublicense were not finalized until August 12, 2020, at which time Cytocom and the Company signed a letter agreement in which Cytocom 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 interest to Cytocom in technology licensed from Penn State Research Foundation (“PSU”) in exchange for Cytocom assuming all past due and future obligations under the PSU license. While the Company formalized the agreement to assign all outstanding liabilities due to PSU, a vendor of the Company, PSU did not consent to the assignment of the payables to Cytocom. As of December 31, 2021, the Company had no outstanding accounts payable balances due to Penn State University. On July 20, 2021, Cytocom 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. Cytocom has not completed the assumption of the remaining liabilities. Cytocom and the Company are actively engaged in negotiations to modify the terms of the original sublicense. Consideration for License to Cytocom 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, 2023, the Notes transaction has not been fully executed. The Notes in default have been assigned and the transfer signed off by the creditors, but Cytocom still has not completed the assumption of the agreed upon obligations. Until the transaction is completed Cytocom (Statera) does not have clear title and interest to the Immune technology. In March 2023, the Company and Cytocom negotiated an amendment to the licensing agreement (“Third License Amendment”) which has been submitted to the board of directors of Cytocom for approval. The Third License Amendment: ● Restates the licensing arrangement between the Company and Cytocom and grants the Company manufacturing, distribution and marketing rights for LDN and MENK, in humans for all indications except Crohn’s Disease (worldwide), and 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: 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 % As of December 31, 2023, the Notes transaction and Third License Amendment have not been fully executed. The Notes in default have been assigned and the transfer signed off by the creditors, but Cytocom still has not completed the assumption of the agreed upon obligations. Until the transaction is completed, Cytocom (now, Statera Biopharma, Inc.) does not have a clear title and interest to our Company’s technology. TaiwanJ Pharmaceuticals Co. Ltd. On September 30, 2022, the Company entered into an Intellectual Property License Agreement (the “ Agreement TaiwanJ Products The Company also received a non-exclusive worldwide right to make, manufacture, and receive technical manufacturing assistance from TaiwanJ for the creation of the Products. The only territories excluded from the scope of the Agreement are any countries or territories in Asia, and any countries or territories barred or sanctioned by the United States government. We did not have any relationship with TaiwanJ prior to entering into the Agreement. The term of this Agreement is to be perpetual, but termination of the Agreement may occur upon (i) the Company providing sixty (60) days prior written notice to TaiwanJ of termination, (ii) termination of the agreement for a material breach of the agreement, and failure to cure that breach within ninety (90) days after receiving notice of such breach, (iii) the dissolution of the Company, or (iv) upon bankruptcy of either party, upon receiving sixty (60) days’ notice by Registered Mail. The Company may grant sublicenses under the Agreement. Upon the granting of any such sublicense, the Company will pay TaiwanJ royalties based on the stage of development of the Products. The Company will pay a royalty of 30 10 5 NDA Pursuant to the terms of the license in the Agreement, the Company shall adhere to a plan of development and attain certain milestones. As part of the Development Plan, the Company shall (i) use commercially reasonable efforts and cause its sublicenses to use commercially reasonable efforts to develop licensed Products, (ii) begin commercial sales of the Products in a country no less than eight (8) months after the first registration of the Products in that same country, and (iii) following commercialization, the Company must keep the Products reasonably available to the public. In consideration for the license, the Company will provide (i) a non-refundable cash payment of $500,000 within ninety (90) days of September 30, 2022, (ii) a non-refundable cash payment of $500,000 at the earliest of either the National Agency for Food and Drug Administration and Control (“ NAFDAC FDA The Company will be required to pay one-time payments and issuances of equity for the achievement of each of four milestones in the commercialization and development of the Products. In addition to the milestone payments, if there is any year that the Company is not required to pay a Milestone Payment, the Company will pay a royalty percentage payment based on the total net sales due within sixty (60) days after the end of each calendar quarter (the “ Royalty Payment If the Company fails to make any of the above-described payments upon their designated due date, the payment amount will bear the lower of (i) 1.5% interest per month or (ii) the maximum rate allowed by law, to be compounded quarterly. The interest will accrue beginning on the first day after the payment is due. TaiwanJ will maintain, protect, and defend all patent-related intellectual property and the Company will reimburse TaiwanJ for any expenses related to intellectual property patent payments that exclusively benefit the Company. If either the Company or TaiwanJ becomes aware of any possible or actual infringement of any patent rights, then each party will notify the other, and provide it with details of such an infringement. Both the Company and TaiwanJ are limited in liability to the total amounts paid under this Agreement for any damages arising from negligence, strict liability, or any other equitable theory. Further, both the Company and TaiwanJ agree to indemnify and hold harmless each other, and their respective agents, for any claims or costs arising from this Agreement or any sublicenses for any cause of action relating to any product, process, service made, used, or sold pursuant to this Agreement. On January 19, 2023, the Company’s board of directors voted to issue an additional 250,000 500,000 On March 26, 2023, the Company paid $ 150,000 On April 13, 2023, the Company issued a note payable to TaiwanJ in the amount of $ 250,000 100,000 18.0 matured on May 30, 2023

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies Our principal commitments consist mostly of obligations under the loans described above, the operating leases described under Item 2 “Properties” and obligations disclosed under various licensing agreements. We do not have any purchase obligations with any suppliers.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	9. Related Party Transactions On August 2, 2023, we entered into a consulting agreement with Noreen Griffin, our Chief Executive Officer,. Pursuant to the terms of the consulting agreement, we agreed to pay Ms. Griffin a monthly fee of $ 20,834 1,200 On November 1, 2022 we entered into a consulting agreement with Kelly Wilson, our Interim Chief Executive Officer, Interim President and Chief Operating Officer. Pursuant to the terms of the consulting agreement, we agreed to pay Ms. Wilson a monthly fee of $ 21,000 2,800 (a) 25% below any current offering price (or the most recent offering price if the Company is not engaged in the offering) or (b) 50% below the Company’s current common stock value as determined by the average of the previous 30 days’ closing market prices On April 13, 2023 the Wilson Agreement was amended (“Amendment 1 to the Executive Consulting Agreement”) to acknowledge that Ms. Wilson was serving as Interim Chief Executive Officer. On July 25, 2023, the Wilson agreement was amended (“Amendment 2 to the Executive Consulting Agreement”) to remove the provision to convert accrued and unpaid amounts into shares of common stock and instead accrue interest on unpaid amounts at 8.5 On November 1, 2022 we entered into a consulting agreement with Glen Farmer, our Chief Financial Officer. Pursuant to the terms of the consulting agreement, we agreed to pay Mr. Farmer a monthly fee of $ 10,500 2,800 (a) 25% below any current offering price (or the most recent offering price if the Company is not engaged in the offering) or (b) 50% below the Company’s current common stock value as determined by the average of the previous 30 days’ closing market prices. On July 25, 2023, the Farmer Agreement was amended (Amendment 1 to the Executive Consulting Agreement”) to remove the provision to convert accrued and unpaid amounts into shares of common stock and instead accrue interest on unpaid amounts at 8.5 On April 29, 2020, we entered into an employment agreement with Kevin Phelps, our former Chief Executive Officer and Chief Financial Officer, setting forth the terms of Mr. Phelps’s employment. Pursuant to the terms of the employment agreement, we agreed to pay Mr. Phelps an annual base salary of $ 240,000 Mr. Phelps was also eligible to receive a salary increase of 20% for his second year of employment and a salary increase of 15% for his third year of employment. Mr. Phelps also had the opportunity to receive a discretionary bonus of up to 33% based on the achieved milestones and goals. On July 19, 2022, we entered into a separation agreement and release with Mr. Phelps providing for the separation of his employment effective as of July 18, 2022. Under the separation agreement, we agreed, subject to Mr. Phelps’s compliance with each and every provision of the separation agreement, to pay Mr. Phelps a severance payment of three convertible promissory notes, that in the aggregate, have a principal amount of $ 400,000 Two of the notes are for a principal amount of $ 100,000 The third note is for the principal amount of $ 200,000 July 19, 2023 6.00 0.05 200,000 2,500,000 100,000 On July 5, 2022, the Company’s board of directors approved the issuance of a $ 200,000 0.05 Under a Settlement Agreement and Release of Claims, dated July 1, 2022, among Kelly Wilson, Robert Wilson, and Noreen Griffin (collectively, the “Employees”), Murphy Advisors, and the Company (the “July 2022 Settlement Agreement”), the Company agreed to issue a convertible note in order to settle debts due to the Employees for past due wages and out-of-pocket reimbursable expenses. The Company owed $ 313,164 52,578 365,742 1,231,787 230,000 1,827,530 Pursuant to the July 2022 Settlement Agreement, the Company agreed to issue a 6 1,211,366 0.05 On July 25, 2022, Murphy Advisors converted the Murphy Note into 24,227,320 shares of common stock, of which Murphy Advisors received 15,604,818 shares, Pixelheads, Inc., of whose shares Mr. Wilson is the sole beneficial owner, received 3,695,358 shares, and Global Reverb Corporation, of whose shares Ms. Griffin is the sole beneficial owner, received the remaining 4,927,144 shares. All shares issued as a result of converting the Murphy Note are required to be restricted from transfer for 12 months following the date of issuance, then subject to a lock-up leak of 5% per quarter for three out of four quarters for the following 18 months On March 31, 2022, the Company entered into a Release of Claims and Settlement Agreement with Dr. Moore. The agreement provided for release of employment, breach of contract and related claims and settlement of aggregate accrued but unpaid compensation through March 31, 2022. Pursuant to the agreement, Dr. Moore released claims to a total of $ 230,250 15,000 60,000 120,000 95,250 230,250 6 0.05 135,000 4,605,000 Similarly, on March 31, 2022, the Company entered into a Release of Claims and Settlement Agreement with Dr. Selsky. The agreement provided for release of employment, breach of contract and related claims and settlement of aggregate accrued but unpaid compensation for services that were provided through March 31, 2022. Pursuant to the agreement, Dr. Selsky released claims for a total of $ 250,000 15,000 35,000 50,000 125,000 6 0.05 125,000 2,500,000 2,500,000 On March 24, 2023, the Company issued a $ 100,000 8

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	10. Subsequent Events On January 22, 2024, the Company issued 81,086 On March 23, 2024, the Company signed a Distribution Agreement with AHAR Pharma Limited, relating to the distribution of products in West Africa. This agreement supersedes all earlier negotiations and verbal and written understandings between the parties. The Company originally executed a Distribution Agreement with AHAR Pharma in 2013. This agreement was modified in 2016 and 2018 to include both Biostax and Cytocom, Inc. Cytocom, Inc. defaulted on the agreement and the Company was unable to settle with AHAR until a settlement was reached with Cytocom, Inc.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s management has reviewed these critical accounting policies and related disclosures with the Company’s Board of Directors. The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results.
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.
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 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.
Derivative Financial Instruments	Derivative Financial Instruments FASB ASC 815, Fair Value Measurements requires bifurcation of certain embedded derivative instruments in certain debt or equity instruments, and measurement at their fair value for accounting purposes. A holder redemption feature embedded in the Company’s note payable requires bifurcation from its host instrument and is accounted for as a freestanding derivative. The Company held no derivative financial instruments at December 31, 2023.
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 $ 473,528 14,236
Income Taxes	Income Taxes The Company follows ASC Topic 740, “Income Taxes” 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. As of December 31, 2023 and 2022, and at the date of adoption, the Company did 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 December 31, 2023 and 2022, the Company has no
Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration	Stock-Based Compensation and Issuance of 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 no
Net Income per Share	Net Income per Share Basic net income per share is calculated by dividing the net income attributable to common stockholders 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 because their effect would be anti-dilutive. A total of 31,995 1,619,596 The Company’s potentially dilutive securities which include primarily warrants, have been included in the computation of diluted net income per share for the twelve-month periods ended December 31, 2023 and 2022. A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Schedule of Basic and Diluted Earnings per Share 2023 2022 Years ended December 31, 2023 2022 Basic EPS Income (loss) available to common shareholders (Numerator) $ (1,650,557 ) $ (3,536,076 ) Weighted average common shares (Denominator) 83,510,001 36,290,359 Basic EPS $ (0.02 ) $ (0.10 ) Diluted EPS Income (loss) available to common shareholders (Numerator) $ (1,650,557 ) $ (3,536,076 ) Weighted average common shares (Denominator) 85,129,597 36,290,359 Diluted EPS $ (0.02 ) $ (0.10 )
Recent Accounting Standards	Recent Accounting Standards The Company has reviewed the accounting pronouncements issued by the FASB during the twelve months ended December 31, 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)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Basic and Diluted Earnings per Share	A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Schedule of Basic and Diluted Earnings per Share 2023 2022 Years ended December 31, 2023 2022 Basic EPS Income (loss) available to common shareholders (Numerator) $ (1,650,557 ) $ (3,536,076 ) Weighted average common shares (Denominator) 83,510,001 36,290,359 Basic EPS $ (0.02 ) $ (0.10 ) Diluted EPS Income (loss) available to common shareholders (Numerator) $ (1,650,557 ) $ (3,536,076 ) Weighted average common shares (Denominator) 85,129,597 36,290,359 Diluted EPS $ (0.02 ) $ (0.10 )

Notes payable (Tables)

Notes payable (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Schedule of Notes Payable	Notes Payable at December 31, 2023 and 2022: Schedule of Notes Payable December 31, 2023 December 31, 2022 Promissory note $ 231,478 $ 231,478 Promissory note 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 matured in July 2023 6 65,000 65,000 Promissory note issued in 2022 and matured in July 2023 6 200,000 200,000 Promissory note issued in 2022 and matured in December 2023 7.75 50,000 50,000 Promissory note issued in March 2023 and matured in May 2023 8 100,000 - Promissory note issued in March 2023 and matured in June 2023 8 50,000 - Promissory note issued in April 2023 and matured in May 2023 18 250,000 - Promissory note issued in June 2023 and matures in June 2024 8 15,000 - Promissory note issued in July 2023 and matures in July 2025 8.5 7,500 - Promissory note issued in November 2023 and matures in August 2024 22.0 65,000 - $ 1,183,978 $ 696,478

Common Stock and Common Stock_2

Common Stock and Common Stock Warrants (Tables)	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Outstanding Common Stock Warrants	A summary of outstanding warrants as of December 31, 2023 follows: Schedule of Outstanding Common Stock Warrants Expiration Date Number of Exercise Price Remaining Third Quarter 2028 3,000 70 4.75 Second Quarter 2032 28,995 10 70 8.50 31,995 $ 10 70
Schedule of Stock Outstanding Warrants Activity	Following is a summary of outstanding stock warrants activity for the twelve months ended December 31, 2023 and 2022: Schedule of Stock Outstanding Warrants Activity Number of Exercise Weighted Warrants as of December 31, 2021 20,057,162 $ 2 290 $ 5.21 Issued - - - Expired and forfeited (2,293,667 ) 0.05 290 205.25 Exercised (17,725,000 ) 0.05 0.05 Warrants as of December 31, 2022 38,495 $ 10 200 $ 59.42 Issued - - - Expired and forfeited (6,500 ) 30 200 73.85 Exercised - - - Warrants as of December 31, 2023 31,995 $ 10 70 $ 56.49

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets	Schedule of Deferred Tax Assets 2023 2022 Net operating losses $ 19,423,000 $ 19,423,000 Temporary differences 893,000 893,000 Total deferred tax assets 18,530,000 18,530,000 Valuation allowance (18,530,000 ) (18,530,000 ) Total deferred tax assets, net $ - $ -
Schedule of Income Taxes Net Operating Loss	Schedule of Income Taxes Net Operating Loss 2023 2022 For the year ended December 31, 2023 2022 Statutory federal tax rate 21.00 % 21.00 % Permanent differences (17.2 )% (17.2 )% Temporary differences (25.3 )% (25.3 )% Valuation allowance 21.5 % 21.5 % Effective tax rate 0.0 % 0.0 % Provision for income taxes - -

Licenses and Supply Agreements

Licenses and Supply Agreements (Tables)	12 Months Ended
	Dec. 31, 2023
Licenses And Supply Agreements
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 % 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 %
Schedule of Consideration	Consideration for License to Cytocom 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

Organization and Description _2

Organization and Description of Business (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash on hand	$ 29,785
Working capital	4,529,374
Accumulated deficit	384,619,050	$ 382,968,494
Net loss attributable to common stockholders	$ 1,650,557	$ 3,536,076

Schedule of Basic and Diluted E

Schedule of Basic and Diluted Earnings per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Basic EPS
Income (loss) available to common shareholders (Numerator)	$ (1,650,557)	$ (3,536,076)
Weighted average common shares (Denominator)	83,510,001	36,290,359
Basic EPS	$ (0.02)	$ (0.10)
Diluted EPS
Income (loss) available to common shareholders (Numerator)	$ (1,650,557)	$ (3,536,076)
Weighted average common shares (Denominator)	85,129,597	36,290,359
Diluted EPS	$ (0.02)	$ (0.10)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash at federal deposit	$ 250,000
Research and development costs	473,528	$ 14,236
Interest or penalties related to uncertain tax position	0	$ 0
Stock-based compensation	$ 0
Number of warrants	31,995
Number of anti-dilutive shares resulting from conversion	1,619,596

Schedule of Notes Payable (Deta

Schedule of Notes Payable (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Notes payable	$ 1,183,978	$ 696,478
Notes Payable [Member]
Short-Term Debt [Line Items]
Notes payable	231,478	231,478
Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable	150,000	150,000
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes payable	65,000	65,000
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Notes payable	200,000	200,000
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Notes payable	50,000	50,000
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Notes payable	100,000
Notes Payable Six [Member]
Short-Term Debt [Line Items]
Notes payable	50,000
Notes Payable Seven [Member]
Short-Term Debt [Line Items]
Notes payable	250,000
Notes Payable Eight [Member]
Short-Term Debt [Line Items]
Notes payable	15,000
Notes Payable Nine [Member]
Short-Term Debt [Line Items]
Notes payable	7,500
Notes Payable Ten [Member]
Short-Term Debt [Line Items]
Notes payable	$ 65,000

Schedule of Notes Payable (De_2

Schedule of Notes Payable (Details) (Parenthetical)	1 Months Ended					3 Months Ended	12 Months Ended
	Nov. 30, 2023	Jul. 31, 2023	Jun. 30, 2023	Apr. 30, 2023	Mar. 31, 2023	Mar. 31, 2019	Dec. 31, 2022	Dec. 31, 2019	Dec. 31, 2023
Short-Term Debt [Line Items]
Percentage of interest rate per annum									6%
Notes Payable [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum						6%
Debt instrument maturity date						February 2020
Notes Payable One [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum								15%
Debt instrument maturity date								September 2023
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum							6%
Debt instrument maturity date							July 2023
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum							6%
Debt instrument maturity date							July 2023
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum							7.75%
Debt instrument maturity date							December 2023
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum					8%
Debt instrument maturity date					May 2023
Notes Payable Six [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum					8%
Debt instrument maturity date					June 2023
Notes Payable Seven [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum				18%
Debt instrument maturity date				May 2023
Notes Payable Eight [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum			8%
Debt instrument maturity date			June 2024
Notes Payable Nine [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum		8.50%
Debt instrument maturity date		July 2025
Notes Payable Ten [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum	22%
Debt instrument maturity date	August 2024

Notes payable (Details Narrativ

Notes payable (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Interest payable	$ 152,315	$ 64,455
Gain loss on settlement of obligations	40,000	1,166,418
Gain loss on settlement of obligations		1,166,418
Shareholders [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Notes payable	1,183,978
Promissory Notes [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Notes payable	$ 487,500	$ 315,000

Schedule of Outstanding Common

Schedule of Outstanding Common Stock Warrants (Details)	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares | shares	31,995
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	$ 70
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 (years)	4 years 9 months
Second Quarter 2032 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares | shares	28,995
Remaining Life (years)	8 years 6 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) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares Warrants, Beginning balance	38,495	20,057,162
Weighted Average Price, Beginning balance	$ 59.42	$ 5.21
Number of Shares Warrants, Issued
Exercise Price Per Share Issued
Weighted Average Price, Issued
Number of Shares Warrants, Expired and forfeited	(6,500)	(2,293,667)
Weighted Average Price, Expired and forfeited	$ 73.85	$ 205.25
Number of Shares Warrants, Exercised		(17,725,000)
Exercise Price Per Share Exercised		$ 0.05
Weighted Average Price, Exercised		$ 0.05
Number of Shares Warrants, Ending balance	31,995	38,495
Weighted Average Price,Ending balance	$ 56.49	$ 59.42
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price Per Share Beginning balance	10	2
Exercise Price Per Share Expired and forfeited	30	0.05
Exercise Price Per Share Ending balance	10	10
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price Per Share Beginning balance	200	290
Exercise Price Per Share Expired and forfeited	200	290
Exercise Price Per Share Ending balance	$ 70	$ 200

Common Stock and Common Stock_3

Common Stock and Common Stock Warrants (Details Narrative) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Common stock, shares authorized	750,000,000	750,000,000
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares, outstanding	83,657,853	83,045,857

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating losses	$ 19,423,000	$ 19,423,000
Temporary differences	893,000	893,000
Total deferred tax assets	18,530,000	18,530,000
Valuation allowance	(18,530,000)	(18,530,000)
Total deferred tax assets, net

Schedule of Income Taxes Net Op

Schedule of Income Taxes Net Operating Loss (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal tax rate	21%	21%
Permanent differences	(17.20%)	(17.20%)
Temporary differences	(25.30%)	(25.30%)
Valuation allowance	21.50%	21.50%
Effective tax rate	0%	0%
Provision for income taxes

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income tax expense benefit	$ 0	$ 0
Operating loss carryforwards		$ 91,900,000
Income tax examination description	2033
Operating loss carryforwards limitations on use	27,226,000 will be limited to 80% of taxable income but will not expire
Expire in Two Thousand Thirty Three [Member]
Operating loss carryforwards	$ 64,629,000

Schedule of Royalty Rate (Detai

Schedule of Royalty Rate (Details)	Mar. 31, 2023	Feb. 27, 2020
Less than 500,000,000 [Member]
Royalty Rate	2%	2%
From 500,000,000 to less than 1,000,000,000 [Member]
Royalty Rate	4%	4%
Greater than 1,000,000,000 [Member]
Royalty Rate	6%	6%

Schedule of Consideration (Deta

Schedule of Consideration (Details) - Cytocom inc [Member]	12 Months Ended
	Dec. 31, 2022 USD ($)
Notes 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

Licenses and Supply Agreement_2

Licenses and Supply Agreements (Details Narrative) - USD ($)				12 Months Ended
	Apr. 13, 2023	Jan. 19, 2023	Feb. 27, 2020	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 26, 2023	Jun. 30, 2022
Interest payable				$ 152,315	$ 64,455
Cash payment description				In consideration for the license, the Company will provide (i) a non-refundable cash payment of $500,000 within ninety (90) days of September 30, 2022, (ii) a non-refundable cash payment of $500,000 at the earliest of either the National Agency for Food and Drug Administration and Control (“NAFDAC”) approval for JKB-122 in Africa for any indication, or the enrollment of the first patient in a Food and Drug Administration (“FDA”) trail for Crohn’s Disease, (iii) 250,000 shares of common stock of the Company within sixty (60) days of September 30, 2022, (iv) an annual payment of $100,000 each anniversary of the date of the agreement until the Company gains regulatory approval in Africa, (v) milestone payments (described below), and (vi) royalties on net sales. The 250,000 shares of common stock represent approximately 0.32% of the currently outstanding common stock of the Company.
Description for monthly interest for payment				the payment amount will bear the lower of (i) 1.5% interest per month or (ii) the maximum rate allowed by law, to be compounded quarterly. The interest will accrue beginning on the first day after the payment is due.
Balance of payments				$ 200,000			$ 150,000
Interest rate				6%
Common Stock [Member]
Number of shares issued					18,086,680
Sublicense Occurs Before Completing a Clinical Trial [Member]
Royalty percentage				30%
Sublicense Occurs After Completing a Clinical Trial [Member]
Royalty percentage				10%
Sublicense Occurs After Any New Drug Application (NDA) [Member]
Royalty percentage				5%
Less than 500,000,000 [Member]
Royalty Rate			2%			2%
From 500,000,000 to less than 1,000,000,000 [Member]
Royalty Rate			4%			4%
Greater than 1,000,000,000 [Member]
Royalty Rate			6%			6%
Board Of Directors [Member] | Common Stock [Member]
Number of shares issued, shares		250,000
Number of shares issued		$ 500,000
Taiwan J [Member]
Promissory notes	$ 250,000
Balance of payments	$ 100,000
Interest rate	18%
Maturity date description	matured on May 30, 2023
License Agreement [Member] | Forte Animal Health, Inc. [Member]
Non-refundable milestone payments			$ 100,000
Royalty term			15 years
Forte Animal Health, Inc. [Member]
Number of shares issued					2,235,000
Equity method investment, ownership percentage					15%
Forte Animal Health, Inc. [Member] | Amended License Agreement [Member]
Interest payable								$ 264,790
Forte Animal Health, Inc. [Member] | Amended License Agreement [Member] | Other Vendor And Employee [Member]
Interest payable								1,125,086
Forte Animal Health, Inc. [Member] | Amended License Agreement [Member] | Related Party [Member]
Promissory notes								$ 1,775,275

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)

12 Months Ended

Nov. 01, 2022

Jul. 25, 2022

Jul. 18, 2022

Jul. 15, 2022

Mar. 31, 2022

Apr. 29, 2020

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Aug. 02, 2023

Jul. 25, 2023

Mar. 26, 2023

Mar. 24, 2023

Jul. 19, 2022

Jul. 14, 2022

Jul. 05, 2022

Related Party Transaction [Line Items]

Debt Instrument face amount

$ 100,000

Debt instrument description

The third note is for the principal amount of $200,000. Each of the three notes: (a) matures on July 19, 2023, with the Company having the option to extend the maturity date by six months (b) carries a six percent (6.00%) per annum simple interest rate; (c) provides that, if converted by the holder in accordance with its terms, the Company shall issue a number of shares of common stock in the Company to the holder of the note equal to (i) the principal amount of the note divided by (ii) $0.05, subject to certain equitable adjustments; and (d) requires the note holder to notify the Company in writing by 11:59 p.m. on July 22, 2022, the expiration of the conversion provision in each note; of its intent to exercise its conversion right. If converted into shares of common stock, each of the three notes prohibits the note holder, without the prior written consent of the Company, from selling, pledging, or otherwise transferring such shares for one year from their date of issuance, except that up to 5% of the shares may be sold, pledged, or otherwise transferred during three of every four calendar quarters during the 18-month period following the issuance date of the converted Note.

Debt instrument face amount

$ 200,000

$ 150,000

Debt instrument maturity date

Jul. 19, 2023

Interest rate

6%

Share price

$ 0.05

Number of shares value convertible shares

$ 200,000

Number of shares convertible shares

2,500,000

Common stock, par value

$ 0.0001

$ 0.0001

Convertible price

$ 48,329

$ 6,283,168

Non Convertible [Member]

Related Party Transaction [Line Items]

Debt Instrument face amount

$ 100,000

Promissory Note [Member]

Related Party Transaction [Line Items]

Notes payable

$ 200,000

Convertible price

$ 0.05

Ms. Wilson Agreement [Member]

Related Party Transaction [Line Items]

Accrue interest on unpaid amounts

8.50%

Farmer Agreement [Member]

Related Party Transaction [Line Items]

Accrue interest on unpaid amounts

8.50%

Settlement Agreement [Member] | Promissory Note [Member]

Related Party Transaction [Line Items]

Convertible price

6

Ms.Griffin [Member]

Related Party Transaction [Line Items]

Wages

$ 1,231,787

MSWilson [Member]

Related Party Transaction [Line Items]

Related party transaction description of transaction

(a) 25% below any current offering price (or the most recent offering price if the Company is not engaged in the offering) or (b) 50% below the Company’s current common stock value as determined by the average of the previous 30 days’ closing market prices

Wages

313,164

Reimbursable expenses

52,578

MRFarmer [Member]

Related Party Transaction [Line Items]

Related party transaction description of transaction

(a) 25% below any current offering price (or the most recent offering price if the Company is not engaged in the offering) or (b) 50% below the Company’s current common stock value as determined by the average of the previous 30 days’ closing market prices.

MRPhelps [Member]

Related Party Transaction [Line Items]

Related party transaction description of transaction

Mr. Phelps was also eligible to receive a salary increase of 20% for his second year of employment and a salary increase of 15% for his third year of employment. Mr. Phelps also had the opportunity to receive a discretionary bonus of up to 33% based on the achieved milestones and goals.

Convertible debt

$ 400,000

Robert Wilson [Member]

Related Party Transaction [Line Items]

Wages

365,742

Mr.Wilson [Member]

Related Party Transaction [Line Items]

Wages

230,000

Employee owed amount

$ 1,827,530

Chief Executive Officer [Member] | Ms.Griffin [Member]

Related Party Transaction [Line Items]

Monthly fee expenses

$ 20,834

Insurance paid expenses

$ 1,200

Chief Executive Officer [Member] | MSWilson [Member]

Related Party Transaction [Line Items]

Monthly fee expenses

$ 21,000

Insurance paid expenses

2,800

Chief Financial Officer [Member] | MRFarmer [Member]

Related Party Transaction [Line Items]

Consulting fees expenses

10,500

Chief Financial Officer [Member] | Mr. Farmer [Member]

Related Party Transaction [Line Items]

Consulting fees expenses

$ 2,800

MRPhelps [Member] | Employment agreement [Member]

Related Party Transaction [Line Items]

Employee benefit

$ 240,000

MSWilson [Member] | Settlement Agreement [Member]

Related Party Transaction [Line Items]

Employee benefit owed

$ 1,211,366

Common stock, par value

$ 0.05

Murphy [Member] | Settlement Agreement [Member]

Related Party Transaction [Line Items]

Common stock conversion description

On July 25, 2022, Murphy Advisors converted the Murphy Note into 24,227,320 shares of common stock, of which Murphy Advisors received 15,604,818 shares, Pixelheads, Inc., of whose shares Mr. Wilson is the sole beneficial owner, received 3,695,358 shares, and Global Reverb Corporation, of whose shares Ms. Griffin is the sole beneficial owner, received the remaining 4,927,144 shares. All shares issued as a result of converting the Murphy Note are required to be restricted from transfer for 12 months following the date of issuance, then subject to a lock-up leak of 5% per quarter for three out of four quarters for the following 18 months

Dr.Moore [Member] | Settlement Agreement [Member]

Related Party Transaction [Line Items]

Common stock, par value

$ 0.05

Compensation expense

$ 230,250

Accrued expense

15,000

Officer [Member] | Settlement Agreement [Member]

Related Party Transaction [Line Items]

Debt instrument face amount

$ 230,250

Interest rate

6%

Compensation expense

60,000

$ 120,000

Consulting service

95,250

Convertible of common shares

4,605,000

Director [Member] | Settlement Agreement [Member]

Related Party Transaction [Line Items]

Convertible price

$ 135,000

Dr.Selsky [Member] | Settlement Agreement [Member]

Related Party Transaction [Line Items]

Debt instrument face amount

$ 125,000

Interest rate

6%

Common stock, par value

$ 0.05

Compensation expense

$ 250,000

$ 35,000

Accrued expense

$ 15,000

Convertible of common shares

2,500,000

Compensation accrued expense

$ 50,000

Mr.Salomonsky [Member] | Settlement Agreement [Member]

Related Party Transaction [Line Items]

Convertible price

$ 125,000

Convertible of common shares

2,500,000

H.Louis Salomonsky [Member] | Promissory Notes [Member]

Related Party Transaction [Line Items]

Interest rate

8%

Notes payable

$ 100,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Jan. 22, 2024 shares
Subsequent Event [Member] | Investor [Member]
Subsequent Event [Line Items]
Shares, issued	81,086