Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | BioAdaptives Inc. | |
Entity Central Index Key | 0001575142 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 384,927,282 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-54949 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 46-2592228 | |
Entity Address Address Line 1 | 2620 Regatta Drive | |
Entity Address Address Line 2 | Suite 102 | |
Entity Address City Or Town | Las Vegas | |
Entity Address State Or Province | NV | |
Entity Address Postal Zip Code | 89128 | |
City Area Code | 702 | |
Local Phone Number | 659-8829 | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 5,944 | $ 25,405 |
Marketable securities | 32 | 42 |
Inventory | 4,743 | 8,877 |
Total Current Assets | 10,719 | 34,324 |
License and patent, net | 2,320 | 2,990 |
TOTAL ASSETS | 13,039 | 37,314 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 411,372 | 409,920 |
Derivative liabilities | 874,737 | 686,856 |
Current portion of convertible notes - net of discount of $2,414 and $7,647 | 347,336 | 381,793 |
Note payable - related party | 10,246 | 10,246 |
Total Current Liabilities | 1,643,691 | 1,488,815 |
Total Liabilities | 1,643,691 | 1,488,815 |
Stockholders' Deficit: | ||
Common stock ($.0001 par value, 1,250,000,000 shares authorized; 384,927,282 and 252,554,765 shares issued and outstanding, and 10,000 issuable, respectively) | 38,494 | 25,255 |
Additional paid-in capital | 6,169,560 | 6,074,763 |
Accumulated deficit | (7,838,866) | (7,551,679) |
Total Stockholders' Deficit | (1,630,652) | (1,451,501) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 13,039 | 37,314 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | 160 | 160 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Convertible notes payable current, discount | $ 2,414 | $ 7,647 |
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 |
Common stock, shares issued | 384,927,282 | 252,554,765 |
Common stock, shares outstanding | 384,927,282 | 252,554,765 |
Common stock, shares issuable | 10,000 | 10,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Preferred stock, shares issued | 1,600,000 | 1,600,000 |
Preferred stock, shares outstanding | 1,600,000 | 1,600,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.0001 | |
Preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) | ||
Revenues | $ 3,376 | $ 5,533 |
Cost of revenue | 1,396 | 3,590 |
Gross Profit | 1,980 | 1,943 |
Operating Expenses | ||
General and administrative | 12,036 | 105,200 |
Professional fees | 8,250 | 37,832 |
Amortization of license and patent | 669 | 33,167 |
Total Operating Expenses | 20,955 | 176,199 |
Other Income (Expense) | ||
Unrealized loss on marketable securities | (10) | (21) |
Interest expense | (51,063) | (30,099) |
Change in fair value of derivative liabilities | (217,139) | (162,755) |
Total Other Expense | (268,212) | (192,875) |
Loss before income taxes | (287,187) | (367,131) |
Net Loss | $ (287,187) | $ (367,131) |
Net Loss Per Common Share: | ||
Basic and diluted | $ 0 | $ (0.01) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic and Diluted | 267,434,761 | 53,708,187 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT - USD ($) | Total | Series A Preferred Stocks | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2021 | 1,600,000 | 50,819,780 | |||
Balance, amount at Dec. 31, 2021 | $ (1,093,039) | $ 160 | $ 5,082 | $ 5,557,828 | $ (6,656,109) |
Common stock issued for conversion of debt, shares | 7,540,799 | ||||
Common stock issued for conversion of debt, amount | 52,017 | 0 | $ 754 | 51,263 | 0 |
Debts forgiveness - related party | 10,000 | 0 | 0 | 10,000 | 0 |
Net loss for the period | (367,131) | $ 0 | $ 0 | (367,131) | |
Balance, shares at Mar. 31, 2022 | 1,600,000 | 58,360,579 | |||
Balance, amount at Mar. 31, 2022 | (1,398,153) | $ 160 | $ 5,836 | 5,619,091 | (7,023,240) |
Balance, shares at Dec. 31, 2022 | 1,600,000 | 252,554,765 | |||
Balance, amount at Dec. 31, 2022 | (1,451,501) | $ 160 | $ 25,255 | 6,074,763 | (7,551,679) |
Common stock issued for conversion of debt, shares | 132,382,517 | ||||
Common stock issued for conversion of debt, amount | 108,036 | 0 | $ 13,239 | 94,797 | 0 |
Debts forgiveness - related party | 0 | 0 | 0 | 0 | 0 |
Net loss for the period | (287,187) | $ 0 | $ 0 | 0 | (287,187) |
Balance, shares at Mar. 31, 2023 | 1,600,000 | 384,937,282 | |||
Balance, amount at Mar. 31, 2023 | $ (1,630,652) | $ 160 | $ 38,494 | $ 6,169,560 | $ (7,838,866) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (287,187) | $ (367,131) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liabilities | 217,139 | 162,755 |
Amortization of license and patent | 669 | 33,167 |
Amortization of debt discount | 40,233 | 17,442 |
Unrealized loss on investments in marketable securities | 10 | 21 |
Changes in operating assets and liabilities: | ||
Inventory | 4,134 | 1,178 |
Accounts payable and accrued liabilities | 5,541 | 89,608 |
Due to related party | 0 | 1,803 |
Net Cash Used in Operating Activities | (19,461) | (61,157) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceed from related party | 0 | 1,623 |
Repayment to related party | 0 | (1,623) |
Repayment of notes payable - related party | 0 | (15,990) |
Proceeds from convertible notes | 0 | 50,000 |
Net Cash Provided by Financing Activities | 0 | 34,010 |
Net change in cash | (19,461) | (27,147) |
Cash at beginning of period | 25,405 | 82,936 |
Cash at end of period | 5,944 | 55,789 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 4,010 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Derivative liability recognized as debt discount | 35,000 | 40,000 |
Issuance of common stock for conversion of debt | 108,036 | 52,017 |
Issuance Series A preferred stock for license fee | 0 | 0 |
Issuance Series A preferred stock for settlement of debt - related party | 0 | 0 |
Debts forgiveness - related party | $ 0 | $ 10,000 |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 3 Months Ended |
Mar. 31, 2023 | |
DESCRIPTION OF BUSINESS AND HISTORY | |
1. DESCRIPTION OF BUSINESS AND HISTORY | 1. DESCRIPTION OF BUSINESS AND HISTORY Description of business BioAdaptives, Inc. (“BioAdaptives” or the “Company”) was incorporated in Delaware on April 19, 2013, under the name Apex 8, Inc. Shortly afterwards, the Company’s control person sold his interest; new owners appointed management and changed its name to BioAdaptives, Inc. The Company acquired assets relating to the investigation, development and marketing of nutraceutical products; equipment designed to improve the bioavailability of nutrients in humans and animals; and licenses for specific products. We commenced investigation of the role of various botanicals in primitive cell development and proliferation, including certain algae along with herbs used in Traditional Chinese Medicine and Ayurvedic Practice. In the course of this investigation, BioAdaptives identified several potential human and animal products. The Company terminated further work on the equipment and products licensed in its early stages to concentrate on these products, for both human and animals. The Company’s current nutraceutical products are natural plant- and algal-based dietary supplements for humans and animals developed with our knowledge of natural foods. Our product lines include PluriCell®, PluriPain®, and PrimiLung™ for humans along with Equine All-in-One™ and a related Booster for horses. Our human products are designed to aid memory, cognition and focus; assist in sleep and fatigue reduction; provide pain relief and healing; and improve overall emotional and physical wellness. The science behind our products has proven to be effective for performance enhancement and pain relief for horses and dogs as well as providing improvements in appearance and we have developed products to utilize these advances. The Company also markets the Lung Cleanser™ medical device, which is sold with our PrimiLung® product as part of a Lung Armor™ package. Additionally, during this reporting period, the Company acquired patent rights to a method to embed oxygen in water and is developing commercial products based on this technology that will augment and complement our current product lines. All of these products are sold under licensing and manufacturing agreements with third parties and our current activities are reliant on marketing and distributing products developed and owned by others. In February 2022, the Company acquired US Patent rights to a process that increases dissolved oxygen in water. The process produces MorO2, ingestion of which is believed to increase diffusion of oxygen into muscle tissues. The Company is developing a business plan to manufacture and market products based on the MorO2 technology. The Company’s corporate office is located at 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128. |
SUMMARY OF SIGNIFICANT POLICIES
SUMMARY OF SIGNIFICANT POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT POLICIES | |
2. SUMMARY OF SIGNIFICANT POLICIES | 2. SUMMARY OF SIGNIFICANT POLICIES Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented, have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10K filed with SEC on March 31, 2023, have been omitted. Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company, and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Earnings (loss) per share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. Financial Instruments and Fair Value Measurements As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The following table summarizes fair value measurements by level as of March 31, 2023, and December 31, 2022, measured at fair value on a recurring basis: Total Carrying Value Quoted Market Prices in Significant Other Significant as of March 31, 2023 Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Equity Securities $ 32 $ 32 $ - $ - Liabilities Derivative liabilities $ 874,737 $ - $ - $ 874,737 Fair Value Measurements as of December 31, 2022, Using: Total Carrying Value as of December 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Equity Securities, 105,736 shares of common stock of Hemp, Inc. (HEMP) $ 42 $ 42 $ - $ - Liabilities Derivative liabilities $ 686,856 $ - $ - $ 686,856 Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2023 | |
GOING CONCERN | |
3. GOING CONCERN | 3. GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had an accumulated deficit of $7,838,866 as of March 31, 2023. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. Obtaining additional financing, successful development of the Company’s contemplated plan of operations, and the transition, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities aa of March 31, 2023, and December 31, 2022, consists of the following: March 31, December 31, 2023 2022 Accounts payable $ 1,644 $ 6,939 Accrued salary 300,000 300,000 Accrued interest 108,709 101,966 Accrued liabilities 1,019 1,015 $ 411,372 $ 409,920 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2023 | |
CONVERTIBLE NOTES | |
5. CONVERTIBLE NOTES | 5. CONVERTIBLE NOTES Convertible notes as of March 31, 2023, and December 31, 2022, consist of the following: March 31, December 31, 2023 2022 Convertible Notes - originated in April 2018 $ 95,000 $ 95,000 Convertible Notes - originated in June 2018 166,000 166,000 Convertible Notes - originated in October 2018 50,000 50,000 Convertible Notes - issued fiscal year 2022 38,750 78,440 Convertible Notes - issued fiscal year 2023 - - Total convertible notes payable 349,750 389,440 Less: Unamortized debt discount (2,414 ) (7,647 ) Total convertible notes 347,336 381,793 Less: current portion of convertible notes 347,336 381,793 Long-term convertible notes $ - $ - For the three months ended March 31, 2023, and 2022, the interest expense on convertible notes was $10,746 and $12,425, respectively. As of March 31, 2023, and December 31, 2022, the accrued interest was $107,578 and $100,919, respectively. The Company recognized amortization expense related to the debt discount of $40,233 and $17,442 for the three months ended March 31, 2023, and 2022, respectively, which is included in interest expense in the statements of operation. Conversion During the three months ended March 31, 2023, the Company converted notes with principal amounts of $39,690 and accrued interest of $4,088 into 132,382,517 shares of common stock. The corresponding derivative liability at the date of conversion of $64,258 was credited to additional paid in capital. Convertible Notes – Issued during the year ended December 31, 2018 During the year ended December 31, 2018, the Company issued a total principal amount of $426,000 in convertible notes for cash proceeds of $426,000. The convertible notes were also provided with a total of 107,000 common shares valued at $22,210. The terms of these convertible notes are summarized as follows: · Term two years; · Annual interest rates 12%; · Convertible at the option of the holders at any time · Conversion prices are based on 50% discount to market value for the common stock based on a 4-week weekly average of the closing price. Convertible Notes - Issued during the year ended December 31, 2021 During the year ended December 31, 2021, the Company issued a total principal amount of $222,500 in convertible note for cash proceeds of $205,000. The terms of convertible note are summarized as follows: · Term one year; · Annual interest rates 10%; · Convertible at 180 days from issuance · Conversion prices are based on 39% discount to the lowest trading price during the 20-trading day period ending on the latest complete training day prior to the conversion date. During the year ended December 31, 2021, the Company converted principal of $172,050 and accrued interest of $6,200 into 17,787,355 shares of common stock. Convertible Notes - Issued during the year ended December 31, 2022 During the year ended December 31, 2022, the Company issued a total principal amount of $211,500 in convertible notes for cash proceeds of $195,000. The terms of convertible notes are summarized as follows: · Term one year; · Annual interest rates 10%; · Convertible at 180 days from issuance · Conversion prices are based on 39% discount to the lowest trading price during the 20-trading day period ending on the latest complete training day prior to the conversion date. The Company valued the conversion feature using the Black-Scholes pricing model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the three months ended March 31, 2023, amounted to $36,363, and $35,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $1,363 was recognized as a “day 1” derivative loss. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
DERIVATIVE LIABILITIES | |
6. DERIVATIVE LIABILITIES | 6. DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options. Fair Value Assumptions Used in Accounting for Derivative Liabilities. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2022. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. For the three months ended March 31, 2023, and the year ended December 31, 2022, the estimated fair values of the liabilities measured on a recurring basis are as follows: Three months ended Year ended March 31, December 31, 2023 2021 Expected term 0.18- 0.51 years 0.06 - 0.51 years Expected average volatility 141% - 222% 72% - 164% Expected dividend yield - - Risk-free interest rate 4.76% - 5.18% 0.17% - 4.72% The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2023. Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2022 $ 686,856 Addition of new derivatives recognized as debt discounts 35,000 Addition of new derivatives recognized as loss on derivatives 1,363 Settled on issuance of common stock (64,258 ) Loss on change in fair value of the derivative 215,776 Balance - March 31, 2023 $ 874,737 The aggregate (gain) loss on derivatives during the three months ended March 31, 2023, and 2022 was as follows. Three months ended March 31, 2023 2022 Day one loss due to derivative liabilities on convertible notes $ 1,363 $ 6,335 Loss on change in fair value of the derivative liabilities 215,776 156,420 $ 217,139 $ 162,755 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
STOCKHOLDERS EQUITY | |
7. STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS’ EQUITY Preferred Stock On January 24, 2022, the Board of Directors of the Company’s, approved for an increase in the number of authorized shares of the Company’s preferred stock from 5,000,000 shares to 10,000,000 shares. The Company is authorized to issue 10,000,000 shares of $0.001 par value preferred stock, of which 4,000,000 have been designated as Series A Preferred Stock and 6,000,000 have been designated as Series B Preferred Stock. Series A Preferred Stock On February 6, 2020, the Company established its Series A Preferred Stock, par value $0.001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated 4,000,000 shares of Series A Preferred Stock. The Company may use the Series A Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series A Preferred Stock have enhanced voting privileges under certain circumstances; the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rights at a 5:1 ratio. There are 1,600,000 shares of Series A shares issued as of the date of this filing. Series B Preferred Stock On January 24, 2022, the Company established its Series B Preferred Stock, par value $.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated 6,000,000 shares of Series B Preferred Stock. The Company may use the Series B Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series B Preferred Stock have enhanced voting privileges (100:1); the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rights at a 10:1 ratio. As of the date of this filing, no shares of Series B Preferred Stock are issued and outstanding. Common Stock On March 7, 2023, the Company amended its articles of incorporation to increase its authorized common shares from 750,000,000 to 1,250,000,000; this increase will be effective March 27, 2022. As of March 31, 2023, and December 31, 2022, there were 384,927,282 and 252,544,765 shares of the Company’s common stock issued and outstanding, respectively. In addition, as of March 31, 2023, and December 31, 2022, there were 10,000 shares of the Company’s common stock issuable. Fiscal year 2023 During the three months ended March 31, 2023, the Company issued 132,382,517 shares of common stock valued at $108,036 for conversion of debt. Warrant On February 6, 2022, in conjunction with purchase of patent, the Company granted 1,000,000 shares for period of two years with exercise price of $0.006 per share. The fair value of granted shares at the issuance date was $5,429. The Company recorded warrant as additional paid-in-capital. The estimated fair values of the warrant are as follows: Year Ended December 31, 2022 Expected term 2.00 years Expected average volatility 235 % Expected dividend yield - Risk-free interest rate 1.31 % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
8. RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS Notes payable – related party During the three months ended March 31, 2023, and 2022, the Company repaid notes payable to a related party of $0 and $15,990 and recognized interest of $84 and $232, respectively. As of March 31, 2023, and December 31, 2022, the Company recorded notes payable - related party of $8,444 and $8,444 and accrued interest of $1,131 and $1,047, respectively. The note is a 4% interest bearing promissory note that the term is 1 year. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
SUBSEQUENT EVENTS | |
10. SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS In April 2023, Dr. Yaguang Liu of LY Research and Dr. David Allen joined the Company’s Board of Directors. Dr Liu is a renowned researcher and scientist in botanical drugs development with 32 patents under his name. Dr. David Allen, CEO of World Wellness, is a well-known developer and marketer of nutraceutical products, as well as being the co-founder and President of the American Botanical Drug Association. The Company intends to explore the botanical drug markets in both animal and human sectors. The Company also extended its participation in the Amazon marketplace where its human products, including the Lung Cleanser™, are now available. To further its animal marketing efforts, its LiveStock Impact Division signed an exclusive distribution agreement with the Flying C Bar Ranch (FCBR) Therapy Division to market its equine and canine products. FCBR is well established and connected with a substantial clientele of both walk-in and digital clients in the equine industry. |
SUMMARY OF SIGNIFICANT POLICI_2
SUMMARY OF SIGNIFICANT POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Basis of presentation | The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented, have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10K filed with SEC on March 31, 2023, have been omitted. |
Use of estimates | The preparation of consolidated financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company, and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Earnings (loss) per share | Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. |
Financial Instruments and Fair Value Measurements | As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The following table summarizes fair value measurements by level as of March 31, 2023, and December 31, 2022, measured at fair value on a recurring basis: Total Carrying Value Quoted Market Prices in Significant Other Significant as of March 31, 2023 Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Equity Securities $ 32 $ 32 $ - $ - Liabilities Derivative liabilities $ 874,737 $ - $ - $ 874,737 Fair Value Measurements as of December 31, 2022, Using: Total Carrying Value as of December 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Equity Securities, 105,736 shares of common stock of Hemp, Inc. (HEMP) $ 42 $ 42 $ - $ - Liabilities Derivative liabilities $ 686,856 $ - $ - $ 686,856 |
Derivative Financial Instruments | The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
SUMMARY OF SIGNIFICANT POLICI_3
SUMMARY OF SIGNIFICANT POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT POLICIES | |
Schedule of Fair Value of Measurements of Assets on Recurring Basis | Total Carrying Value Quoted Market Prices in Significant Other Significant as of March 31, 2023 Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Equity Securities $ 32 $ 32 $ - $ - Liabilities Derivative liabilities $ 874,737 $ - $ - $ 874,737 Fair Value Measurements as of December 31, 2022, Using: Total Carrying Value as of December 31, Quoted Market Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Equity Securities, 105,736 shares of common stock of Hemp, Inc. (HEMP) $ 42 $ 42 $ - $ - Liabilities Derivative liabilities $ 686,856 $ - $ - $ 686,856 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Schedule of Accounts Payable and Accrued Liabilities | March 31, December 31, 2023 2022 Accounts payable $ 1,644 $ 6,939 Accrued salary 300,000 300,000 Accrued interest 108,709 101,966 Accrued liabilities 1,019 1,015 $ 411,372 $ 409,920 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
CONVERTIBLE NOTES | |
Schedule of Convertible Notes | March 31, December 31, 2023 2022 Convertible Notes - originated in April 2018 $ 95,000 $ 95,000 Convertible Notes - originated in June 2018 166,000 166,000 Convertible Notes - originated in October 2018 50,000 50,000 Convertible Notes - issued fiscal year 2022 38,750 78,440 Convertible Notes - issued fiscal year 2023 - - Total convertible notes payable 349,750 389,440 Less: Unamortized debt discount (2,414 ) (7,647 ) Total convertible notes 347,336 381,793 Less: current portion of convertible notes 347,336 381,793 Long-term convertible notes $ - $ - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
DERIVATIVE LIABILITIES | |
Schedule of Estimated Fair Values of Liabilities Measured on Recurring Basis | Three months ended Year ended March 31, December 31, 2023 2021 Expected term 0.18- 0.51 years 0.06 - 0.51 years Expected average volatility 141% - 222% 72% - 164% Expected dividend yield - - Risk-free interest rate 4.76% - 5.18% 0.17% - 4.72% |
Summary of Changes in Derivative Liabilities | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2022 $ 686,856 Addition of new derivatives recognized as debt discounts 35,000 Addition of new derivatives recognized as loss on derivatives 1,363 Settled on issuance of common stock (64,258 ) Loss on change in fair value of the derivative 215,776 Balance - March 31, 2023 $ 874,737 |
Schedule of (gain) loss on Derivatives | Three months ended March 31, 2023 2022 Day one loss due to derivative liabilities on convertible notes $ 1,363 $ 6,335 Loss on change in fair value of the derivative liabilities 215,776 156,420 $ 217,139 $ 162,755 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
STOCKHOLDERS EQUITY | |
Schedule of Estimated Fair Values of Warrant Measured on Recurring Basis | Year Ended December 31, 2022 Expected term 2.00 years Expected average volatility 235 % Expected dividend yield - Risk-free interest rate 1.31 % |
SUMMARY OF SIGNIFICANT POLICI_4
SUMMARY OF SIGNIFICANT POLICIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Equity Securities | $ 32 | $ 42 |
Derivative liabilities | 874,737 | 686,856 |
Fair Value, Inputs, Level 1 [Member] | ||
Equity Securities | 32 | 42 |
Fair Value, Inputs, Level 2 [Member] | ||
Equity Securities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Equity Securities | 0 | 0 |
Derivative liabilities | $ 874,737 | $ 686,856 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | Mar. 31, 2023 USD ($) |
GOING CONCERN | |
Accumulated deficit | $ (7,838,866) |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Accounts payable | $ 1,644 | $ 6,939 |
Accrued salary | 300,000 | 300,000 |
Accrued interest | 108,709 | 101,966 |
Accrued liabilities | 1,019 | 1,015 |
Accounts Payable And Accrued Liabilities | $ 411,372 | $ 409,920 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Total convertible notes payable | $ 349,750 | $ 389,440 |
Less: Unamortized debt discount | (2,414) | (7,647) |
Total convertible notes | 347,336 | 381,793 |
Less: current portion of convertible notes | 347,336 | 381,793 |
Long-term convertible notes | 0 | 0 |
originated in April 2018 [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | 95,000 | 95,000 |
Originated in June 2018 [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | 166,000 | 166,000 |
Originated in October 2018 [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | 50,000 | 50,000 |
Issued fiscal year 2022 [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | 38,750 | 78,440 |
Issued fiscal year 2023 [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | $ 0 | $ 0 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Debt discount | $ 35,000 | ||||
Derivative loss | 1,363 | ||||
Amortization of debt discount | 40,233 | $ 17,442 | |||
Interest expenses | 10,746 | $ 12,425 | |||
Settled on issuance of common stock | 64,258 | ||||
Value Assigned of derivatives liabilities | 36,363 | ||||
Accrued interest | 107,578 | $ 100,919 | |||
Principal amount of convertible notes | 39,690 | ||||
Accrued interest of convertible notes | $ 4,088 | ||||
Convertible shares of common stock | 132,382,517 | ||||
Accrued interest | $ 1,019 | 1,015 | |||
Convertible Notes Payable [Member] | |||||
Principal amount of convertible notes | $ 211,500 | $ 222,500 | $ 426,000 | ||
Description of conversion price | Conversion prices are based on 39% discount to the lowest trading price during the 20-trading day period ending on the latest complete training day prior to the conversion date. | Conversion prices are based on 39% discount to the lowest trading price during the 20-trading day period ending on the latest complete training day prior to the conversion date. | Conversion prices are based on 50% discount to market value for the common stock based on a 4-week weekly average of the closing price. | ||
Proceeds from Convertible notes | $ 195,000 | $ 205,000 | $ 426,000 | ||
Debt instrument converted amount | $ 22,210 | ||||
Debt instrument converted amount shares issued | 17,787,355 | 107,000 | |||
Convertible debt term | 1 year | 1 year | 2 years | ||
Annual interest rates | 10% | 10% | 12% | ||
Debt Instrument, Convertible, Terms of Conversion Feature | Convertible at 180 days from issuance | Convertible at 180 days from issuance | Convertible at the option of the holders at any time | ||
Unpaid principal amount | $ 172,050 | ||||
Accrued interest | $ 6,200 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | |
Expected dividend yield | 0% | 0% |
Expected average volatility | 235% | |
Risk-free interest rate | 1.31% | |
Minimum [Member] | ||
Expected term | 2 months 4 days | 21 days |
Expected average volatility | 141% | 72% |
Risk-free interest rate | 4.76% | 0.17% |
Maximum [Member] | ||
Expected term | 6 months 3 days | 6 months 3 days |
Expected average volatility | 222% | 164% |
Risk-free interest rate | 5.18% | 4.72% |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
DERIVATIVE LIABILITIES | ||
Beginnig Balance | $ 686,856 | |
Addition of new derivatives recognized as debt discounts | 35,000 | |
Addition of new derivatives recognized as loss on derivatives | 1,363 | |
Settled on issuance of common stock | (64,258) | |
Loss on change in fair value of the derivative | 215,776 | $ 156,420 |
Ending Balance | $ 874,737 |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
DERIVATIVE LIABILITIES | ||
Day one loss due to derivative liabilities on convertible notes | $ 1,363 | $ 6,335 |
Loss on change in fair value of the derivative liabilities | 215,776 | 156,420 |
Aggregate (gain) loss on derivatives | $ 217,139 | $ 162,755 |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) | 3 Months Ended |
Mar. 31, 2023 | |
STOCKHOLDERS EQUITY | |
Expected term | 2 years |
Expected average volatility | 235% |
Expected dividend yield | 0% |
Risk-free interest rate | 1.31% |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Feb. 06, 2022 | Feb. 06, 2020 | Jan. 24, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 07, 2023 | Dec. 31, 2022 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Shares Issued of common stock | 132,382,517 | ||||||
Conversion of debt | $ 108,036 | ||||||
Common stock, shares outstanding | 384,927,282 | 252,554,765 | |||||
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | ||||
Exercise price | $ 0.006 | ||||||
Common stock, shares issuable | 10,000 | 10,000 | |||||
Fair value of shares granted | $ 5,429 | $ 217,139 | $ 162,755 | ||||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 | |||||
Series A Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 4,000,000 | 5,000,000 | 4,000,000 | 4,000,000 | |||
Preferred stock, shares par value | $ 0.001 | ||||||
Conversion common rights | at a 5:1 ratio | ||||||
Preferred stock, shares issued | 1,600,000 | 1,600,000 | |||||
Series B Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 6,000,000 | 6,000,000 | 6,000,000 | ||||
Preferred stock, shares par value | $ 0.001 | $ 0.0001 | |||||
Conversion common rights | at a 10:1 ratio | ||||||
Preferred stock, shares issued | 0 | 0 | |||||
Common Stocks [Member] | |||||||
Common stock, shares outstanding | 384,927,282 | 252,544,765 | |||||
Common stock, shares authorized | 750,000,000 | ||||||
Common stock, shares granted | 1,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | ||
Rate of interest | 4% | |
Repayment of notes payable - related party | $ 0 | $ 15,990 |
Notes payable- related party noncurrent | 8,444 | 8,444 |
Interest amount | 84 | 232 |
Notes payable - accrued interest | $ 1,131 | $ 1,047 |