Rapid Therapeutic Science Laboratories (RTSL) 10-Q 11 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 11, 2022
Details
Registrant CIK	0001575659
Fiscal Year End	--12-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Securities Act File Number	000-55018
Entity Registrant Name	Rapid Therapeutic Science Laboratories, Inc.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	46-2111820
Entity Address, Address Line One	5580 Peterson Ln., Suite 120
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	800
Local Phone Number	497-6059
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,746,687
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 32,985	$ 192,484
Inventory, net	175,048	175,047
Prepaid expenses	71,269	51,631
Total current assets	279,302	419,162
Property and equipment:
Property and equipment, gross	1,873,647	1,214,917
Accumulated depreciation	(35,348)	(29,355)
Net property and equipment	1,838,299	1,185,562
Other long-term assets
Operating lease right-of-use asset, net	403,912	425,171
Sublicense agreement, net	170,075	170,075
Total assets	2,691,588	2,199,970
Current liabilities
Accounts payableand accrued liabilities, net	1,199,592	465,204
Notes payable - related party	683,700	283,700
Notes payable - other	1,941,762	1,099,734
Accrued interest payable	61,585	45,696
Current portion of operating lease obligation	75,284	73,289
Warrant liability and other derivatives	1,162,405	1,085,360
Total current liabilities	5,124,328	3,052,983
Long-term liabilities
Convertible notes payable	150,000	150,000
Long-term portion of operating lease obligation	358,768	378,744
Total liabilities	5,633,096	3,581,727
Stockholders' deficit
Preferred stock value	0	0
Common stock value	7,747	7,743
Additional paid in capital	7,489,258	7,469,262
Accumulated deficit	(10,101,174)	(8,521,423)
Treasury stock	(337,339)	(337,339)
Total stockholders' deficit	(2,941,508)	(1,381,757)
Total liabilities and stockholders' deficit	$ 2,691,588	$ 2,199,970

Consolidated Balance Sheets - P

Consolidated Balance Sheets - Parenthetical - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred Stock, Par or Stated Value Per Share	$ 0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	800,000,000	800,000,000
Common Stock, Shares, Outstanding	7,746,687	7,742,687
Series A Preferred Stock
Preferred Stock, Shares Authorized	16,500,000
Series B Preferred Stock
Preferred Stock, Shares Authorized	2,000,000
Series C Preferred Stock
Preferred Stock, Shares Authorized	8,500,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Details
Revenues	$ 0	$ 0
Operating expenses
General and administrative	762,141	501,923
Amortization expense	21,259	12,500
Depreciation expense	5,993	5,525
Total operating expenses	789,393	519,948
Other income (expense)
Gain (loss) on valuation of warrant liability	(77,045)	0
Interest expense	(713,313)	(13,798)
Total other income (expense)	(790,358)	(13,798)
Net loss before income taxes	(1,579,751)	(533,746)
Income taxes	0	0
Net (loss)	$ (1,579,751)	$ (533,746)
Net loss per share, basic and diluted	$ (0.20)	$ (0.07)
Weighted average shares outstanding, basic and diluted	7,744,544	7,293,549

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Total
Equity Balance at Dec. 31, 2020	$ 7,237	$ 5,972,445	$ (5,653,540)	$ (337,339)	$ (11,197)
Equity Balance, Shares at Dec. 31, 2020	7,237,464
Net (loss)	$ 0	0	(533,746)	0	(533,746)
Equity Balance at Mar. 31, 2021	$ 7,735	7,394,270	(6,187,286)	(337,339)	877,380
Equity Balance, Shares at Mar. 31, 2021	7,735,176
Sale of common stock, value	$ 53	529,947	0	0	530,000
Sale of common stock, shares	53,000
Stock issued for conversion of debt, value	$ 444	889,587	0	0	890,031
Stock issued for conversion of debt, shares	443,783
Stock issued for accrued interest and lending fees, value	$ 1	2,291	0	0	2,292
Stock issued for accrued interest and lending fees, shares	929
Equity Balance at Dec. 31, 2021	$ 7,743	7,469,262	(8,521,423)	(337,339)	(1,381,757)
Equity Balance, Shares at Dec. 31, 2021	7,742,687
Share-based compensation, value	$ 4	19,996	0	0	20,000
Share-based compensation, shares issued	4,000
Net (loss)	$ 0	0	(1,579,751)	0	(1,579,751)
Equity Balance at Mar. 31, 2022	$ 7,747	$ 7,489,258	$ (10,101,174)	$ (337,339)	$ (2,941,508)
Equity Balance, Shares at Mar. 31, 2022	7,746,687

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net (loss)	$ (1,579,751)	$ (533,746)
Adjustments to reconcile net loss to net cash provided by (used in) operations
Gain (loss) on valuation of warrant liability	77,045	0
Amortization of debt discount	627,047	0
Stock-based compensation expense	20,000	0
Amortization of operating lease asset	21,259	0
Amortization of sublicense fees	0	12,500
Depreciation expense	5,993	5,525
Changes in operating assets and liabilities
Increase (decrease) in other current assets	2,233	0
Increase (decrease) in accounts payable and accrued liabilities	426,509	(22,447)
Increase (decrease) in Accrued interest payable	15,890	13,798
Increase (decrease) in other current liabilities	0	0
Net cash flows used in operating activities	(383,775)	(524,370)
Cash flows from investing activities
Additions to property and equipment	(350,851)	(19,779)
Net cash flows used in investing activities	(350,851)	(19,779)
Cash flows from financing activities
Private offering of common stock	0	530,000
Proceeds from notes payable - related party	400,000	0
Proceeds from notes payable - other	175,127	0
Payment of notes payable - other	0	(300,000)
Net cash flows provided by financing activities	575,127	230,000
Net decrease in cash and cash equivalents	(159,499)	(314,149)
Cash and cash equivalents at beginning of period	192,484	499,146
Cash and cash equivalents at end of period	32,985	184,997
Supplemental cash flow data
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Supplemental non-cash financing activities
Convertible notes and interest converted to common stock	0	892,323
Accounts payable for acquisition of equipment	$ 307,879	$ 0

Condensed Interim Financial Sta

Condensed Interim Financial Statements	3 Months Ended
	Mar. 31, 2022
Notes
Condensed Interim Financial Statements	(1) Condensed Interim Financial Statements The Company we our Company Interim Financial Information SEC Impact of COVID-19 Pandemic on Consolidated Financial Statements COVID-19

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Notes
Summary of Significant Accounting Policies	(2) Summary of Significant Accounting Policies Basis of Accounting Reverse Stock Split Principles of Consolidation Cash and Cash Equivalents Inventory Property and Equipment Intangible Assets Revenue recognition FASB ASU Revenue from Contracts with Customers (Topic 606) Earnings per Share Income Taxes Use of Estimates Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. Fair Value of Financial Instruments Level 1: The preferred inputs to valuation efforts are “ quoted prices in active markets for identical assets or liabilities based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “ unobservable shall be used to measure fair value to the extent that observable inputs are not available for situations in which there is little, if any, market activity for the asset or liability at the measurement date observable inputs Recently Issued Accounting Pronouncements Subsequent Events

Going Concern Disclosure

Going Concern Disclosure	3 Months Ended
	Mar. 31, 2022
Notes
Going Concern Disclosure	(3) Going Concern The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has generated minimal revenues and has suffered recurring losses totaling $10,101,174 since inception. These factors, among others, indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of this filing. In order to obtain the necessary capital to sustain operations, management’s plans include, among other things, the possibility of pursuing new equity sales and/or making additional debt borrowings. There can be no assurances, however, that the Company will be successful in obtaining such additional financing, or that such financing will be available on favorable terms, if at all. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.

Intangible Assets Disclosure

Intangible Assets Disclosure	3 Months Ended
	Mar. 31, 2022
Notes
Intangible Assets Disclosure	(4) Intangible Assets The Company has acquired certain intangible asset rights to use the metered dose inhaler (MDI) developed by EM3 Methodologies, LLC (“ EM3 EM3 Exclusive License Effective November 15, 2019, we entered into a sublicense agreement (the “ TMDI Agreement TMDI Original EM3 Exclusive License Effective February 9, 2021, both the TMDI Agreement and the Original EM3 Exclusive License were effectively terminated by mutual agreement of all parties and EM3 agreed to provide the Company with a royalty-free, perpetual license to use the Desirick Procedure or any derivation thereof and its application and use on an exclusive basis in the states of Texas, California, Florida and Nevada (subject to pre-existing licensing rights which have been provided by EM3 in such jurisdictions), and on a non-exclusive basis throughout the rest of the world. During the term of the TMDI Agreement, we were required to reimburse TMDI for the initial two year license fee owed by TMDI to EM3 in the amount of $200,000. We partially satisfied this obligation by making an equipment purchase on behalf of EM3 in the amount of $135,000, and agreed to pay the remaining license fee of $65,000, either by making cash fee payments or by making cash purchases of certain supplies from EM3, within a 24-month period (for which, we had recorded a liability of $44,925 for the unpaid portion of this amount in accounts payable as of December 31, 2020). We had recorded the entire $200,000 license fee as an intangible asset and were amortizing such expense on a straight-line basis over a 24-month period at the rate of $25,000 per quarter. Pursuant to the termination of the two agreements on February 9, 2021, we no longer owe TMDI (or EM3) any license fees under either agreement (including, the accrued liability of $44,925). Effective as of February 2021, the Company is accounting for the licenses as an indefinite life asset not subject to amortization, resulting in the remaining balance of $170,075 being subjected to impairment testing at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Asset Acquisition Disclosure

Asset Acquisition Disclosure	3 Months Ended
	Mar. 31, 2022
Notes
Asset Acquisition Disclosure	(5) Asset Acquisition On November 16, 2020, the Company closed an Asset Purchase and Sales Agreement with Razor Jacket, LLC (“ Razor Jacket RJ Agreement The Company has accounted for this transaction as an acquisition of assets, pursuant to the provisions of Accounting Standards Codification (ASC) 805-50. Accordingly, we have accounted for each component of the purchase price as follows: · · · Razor Jacket was originally formed in July 2019 for the sole purpose of researching techniques for the extraction of isolates from raw hemp. We have not presented any pro forma disclosures relating to this acquisition in the notes to our financial statements because the transaction is deemed an asset acquisition.

Property and Equipment Disclosu

Property and Equipment Disclosure	3 Months Ended
	Mar. 31, 2022
Notes
Property and Equipment Disclosure	(6) Property and Equipment As of March 31, 2022, and December 31, 2021, the Company had the following balances of property and equipment: March 31, 2022 December 31, 2021 Equipment purchased from Razor Jacket, LLC and awaiting installation in the Company’s facilities in Addison, Texas $ 500,000 $ 500,000 Equipment located in the Company’s facilities in Dallas, Texas 221,412 221,412 Leasehold improvements in progress at the Company’s new facilities in Addison, Texas 1,149,735 491,005 Leasehold improvements in the Company’s existing facilities in Dallas, Texas 2,500 2,500 Total property and equipment 1,873,647 1,214,917 Less: Accumulated depreciation (35,348) (29,355) Net property and equipment $ 1,838,299 $ 1,185,562 Effective October 1, 2021, the Company entered into a lease agreement with a landlord to lease 8,566 square feet of commercial office building space located in Addison, Texas (see Note 8). As of March 31, 2022, the Company was in the process of building out this space with the intention of utilizing it as its corporate office as well as its aerosol filling laboratory and isolate manufacturing facility, beginning in the second quarter of 2022. As of March 31, 2022, the Company had capitalized leasehold improvements in progress at the new location in the amount of $1,149,735, of which $623,525 had not been paid and is reflected in Accounts Payable as of that date. The equipment purchased from Razor Jacket, LLC in November 2020 was recently shipped to the Company’s existing facilities near Dallas, Texas, where it is awaiting installation in the new location in Addison, Texas, referenced above (see Note 5).

Notes Payable Disclosure

Notes Payable Disclosure	3 Months Ended
	Mar. 31, 2022
Notes
Notes Payable Disclosure	(7) Notes Payable As of March 31, 2022 and December 31, 2021, the Company had the following note payable obligations: March 31, 2022 December 31 2021 Convertible debenture issued to an accredited investor on August 4, 2021, due May 1, 2022 in principal amount of $1,941,176, original issue discount of 15%, convertible at option of investor into a total of 194,118 shares of common stock at $10.00 per share and automatically convertible at 25% discount to the price per share of common stock in a qualified offering (net of unamortized debt discount of $221,100 as of March 31, 2022). $ 1,720,076 $ 1,075,048 Convertible promissory notes issued to an accredited investors on November 15, 2019, maturing in 5 years, accruing interest at 5% per annum, convertible into common stock at $1.25 per share. 150,000 150,000 Unsecured advances received from two officers in May through August 2021, accruing interest at 1% per annum, payable on demand. 260,000 260,000 Other short term notes issued to various affiliates of the former owners of Power Blockchain for acquisition of Treasury Stock, computers and equipment, and working capital financing, at stated interest rates of 10%. Amended on November 15, 2019, to mature in one year and to be convertible into common stock at $1.25 per share. 48,386 48,386 Promissory note issued to an independent director on January 28, 2022, accruing interest at approximately 18% per annum, due on January 28, 2023 400,000 - Promissory note issued to an institutional investor on March 8, 2022, accruing interest at approximately 8% per annum, due on March 8, 2023 197,000 - Total notes payable $ 2,775,462 $ 1,533,434 Future maturities of notes payable as of March 31, 2022, without taking into account the unamortized debt discount, are as follows: Year ending March 31, 2023 $ 2,846,562 Year ending March 31, 2024 - Year ending March 31, 2025 150,000 $ 2,996,562 On August 4, 2021, the Company closed a short-term bridge loan with an institutional investor in the gross amount of $1,941,176. The closing of this bridge loan resulted in net proceeds to the Company of $1,650,000, after deducting the 15% original issue discount, which the Company is accreting as a non-cash charge to interest expense over the term of the loan. We recorded amortization on this original issue discount for the period from August 4, 2021 to March 31, 2022, in the cumulative amount of $258,823. The bridge loan is in the form of a convertible debenture with a maturity date in May 2022 or earlier upon the closing of a public offering of common stock and/or common stock equivalents which results in the listing of the Company’s common stock on a national securities exchange (including Nasdaq). Due to unforeseen delays experienced in our planned public offering of common stock on a national exchange, we recently reached an agreement in principle with the institutional investor for an extension and expansion of borrowings under this bridge loan, based on terms that are yet to be agreed upon. The debenture may not be prepaid without the prior written consent of the investor and does not accrue interest, except upon the occurrence of an event of default, at which time the amount owed accrues interest at the rate of 18% per annum, until paid in full. While the debenture is outstanding, the Company is prohibited from incurring additional indebtedness, repurchasing its securities or repaying certain of its indebtedness, paying cash dividends or other distributions on equity securities, other than pursuant to certain limited exceptions. The debenture is convertible into shares of the Company’s common stock at the lower of: (a) (b) The conversion of the debenture is subject to a beneficial ownership limitation of 4.99%, preventing such conversion by the holder thereof, if such exercise would result in such holder and its affiliates, exceeding ownership of 4.99% of our common stock, which percentage may be increased to up to 9.99%, with at least 61 days prior written notice by the holder thereof. In accounting for this debenture, the Company has early adopted the provisions of ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In conjunction with the convertible debenture, we granted the investor five-year warrants to purchase a total of 194,118 shares of our common stock at an exercise price of $10.00 per share. Such warrants have cashless exercise rights if when exercised, and following the six-month anniversary of the closing of the offering, a registration statement for the underlying shares of common stock, is not effective. The exercise of the warrants is subject to a beneficial ownership limitation of 4.99%, preventing such exercise by the holder, if such exercise would result in such holder and its affiliates, exceeding ownership of 4.99% of our common stock, which percentage may be increased to up to 9.99% with at least 61 days prior written notice by the holder. The warrants contain anti-dilution rights such that if we issue, or are deemed to have issued, common stock at a price less than the then exercise price of the warrants, subject to certain exceptions, the exercise price of the warrants is automatically reduced to such lower value, and the number of shares of common stock issuable upon exercise thereafter is adjusted proportionately so that the aggregate exercise price payable upon exercise of such warrants is the same prior to and after such reduction in exercise price. The warrants also require the Company, at the holder’s option, following a Fundamental Transaction (as defined in the agreement), to purchase the warrants from the holder in cash, based on the Black Scholes value (as calculated pursuant to the terms of the warrant). Additionally, we made a grant to the placement agent for the bridge loan of warrants to purchase a total of 9,706 shares of our common stock at an exercise price of $10.00 per share, with substantially similar terms. All of these warrants are outstanding as of March 31, 2022. The Company accounted for the issuance of the warrants as a liability recorded at fair value in accordance with ASC 480-10. Using the Black Scholes model, the warrant liability was valued at issuance in the amount of $1,717,213. This was recorded as a discount to the convertible debt of $1,650,000 with the excess $67,213 expensed as interest. The Company accreted the debt discount to interest expense over the term of the convertible debenture. Debt discount amortization for the three months ended March 31, 2022 was $627,047. As of March 31, 2022, we adjusted the warrant liability, to its then current fair value of $1,162,405, based on the Black Scholes model, resulting in a loss on warrant liability in the three months ended March 31, 2022 of $77,045 that was recorded in the statement of operations. Prior to obtaining the bridge loan noted above, the Company received unsecured cash advances from two of its officers from May through August 2021, in the net amount of $260,000. These related party advances accrue interest at the rate of 1% per annum and are payable on demand. Such advances are expected to be repaid out of the proceeds of an underwritten public offering of the Company’s equity securities in conjunction with the planned listing on a national exchange. However, no assurance can be given that the Company will be successful in achieving a closing of the underwritten public offering. In the three months ended March 31, 2022, the Company closed two short-term loans from two different lenders in the total amount of $597,000. One of these loans was from an independent director of the Company in the amount of $400,000. Both of these loans were in the form of unsecured promissory notes bearing interest at rates of approximately 8-18% per annum with a maturity of one year. For the larger note with an independent director, the principal amount and accrued interest are due at maturity whereas for the smaller note with an institutional investor, monthly payments of principal and interest of $21,276 are required, beginning on May 16, 2022. In the event of a default by the Company on the payment terms of either note, the notes would be convertible into shares of the Company’s common stock at a conversion price equal to the greater of (a) $0.001875 per share; and (b) 75% of the average closing bid price of the Company’s common stock, on the principal securities exchange or market where the Company’s common stock is then quoted or traded, for the five trading days immediately prior to the date of conversion. The Company expects to use the proceeds of these loans to meet its short-term working capital needs in anticipation of ultimately closing a qualified listing on a national exchange, of which there can be no assurance. Effective March 31, 2021 and August 31, 2020, the Company reached the necessary milestones to trigger the conversion of certain notes payable issued on various dates in 2018 and 2019, as amended, into shares of the Company’s common stock, at conversion prices of $1.25 to $3.25 per share, subject to a 4.99% ownership limitation for each beneficial owner of such notes. In conjunction with these conversions, the holders of notes with total principal and accrued interest balances in the aggregate amount of $794,358 converted their notes into 433,203 shares of common stock, effective March 31, 2021, and the holders of notes with total principal and accrued interest balances in the aggregate amount of $501,137 converted their notes into 400,910 shares of common stock, effective August 31, 2020. As of March 31, 2022, convertible notes payable in the amount of $174,685, plus accrued interest in the amount of $41,141, remain outstanding and are available to be subsequently converted into 172,661 shares of common stock, subject to the ownership limitation (see Note 9). Effective November 15, 2019, the following transactions took place in the Company’s notes payable: · · · outstanding and continue to accrue interest with deferral of the maturity dates being extended for one year or until the Company had raised an additional $500,000 of new equity securities, at which time, the principal and accrued interest was to be converted into common stock at a conversion price of $1.25 per share (of the total notes amended, notes in the amount of $708,150 have been converted into common stock through March 31, 2021 and 2022, as a result of such $500,000 equity raise threshold being met). The Company performed an analysis of both the newly issued convertible notes and the newly amended existing notes, which were formerly non-convertible, to determine whether there was a beneficial conversion feature and noted none.

Long Term Lease Obligation Disc

Long Term Lease Obligation Disclosure	3 Months Ended
	Mar. 31, 2022
Notes
Long Term Lease Obligation Disclosure	(8) Long Term Lease Obligation Effective October 1, 2021, the Company entered into a lease agreement with a landlord to lease 8,566 square feet of commercial office building space located in Addison, Texas (see Note 6). The lease agreement is for a total term of 63 months, beginning October 1, 2021 and ending December 31, 2026. As of March 31, 2022, the Company is building out this space and intends to utilize it as its corporate office as well as its aerosol filling laboratory and isolate manufacturing facility. The Company is accounting for the lease agreement as an operating lease under ASU 2016-02, Leases (Topic 842). Accordingly, the Company has capitalized the present value of the future lease obligations and is amortizing the related right-of-use asset on a straight-line basis each month over the term of the lease. Future operating lease minimum payments, together with their present values as of March 31, 2022, are summarized as follows: Year ending December 31, 2022 $ 94,226 Year ending December 31, 2023 98,509 Year ending December 31, 2024 102,792 Year ending December 31, 2025 107,075 Year ending December 31, 2026 111,358 Total future minimum lease payments 513,960 Less amounts representing interest (79,908) Present value of lease liability 434,052 Current portion of operating lease liability (75,284) Long-term portion of operating lease liability $ 358,768 As of March 31, 2022, the operating lease right-of-use asset and operating lease liabilities were $403,912 and $434,052, respectively. The long-term portion of the operating lease liabilities, $358,768, is included in long-term obligations. As of March 31, 2022, the weighted-average discount rate for this operating lease was 5%. The future operating lease payments are guaranteed by an employee of the Company.

Stockholders' Equity Disclosure

Stockholders' Equity Disclosure	3 Months Ended
	Mar. 31, 2022
Notes
Stockholders' Equity Disclosure	(9) Stockholders’ Equity Effective January 13, 2020, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “ Certificate of Amendment blank check On February 11, 2022, the Company issued a total of 4,000 shares of common stock to the two principals of a private company as compensation for arranging a contingent purchase of lab equipment from them. The Company valued such shares at $5.00 per share resulting in recognizing non-cash compensation expense in the three months ended March 31, 2022 in the amount of $20,000. Under the agreement with the principals of the private company, the Company may complete the purchase of the lab equipment by making a cash payment to them of $52,000, by no later than June 30, 2022, subject to completion of a qualified listing on a national exchange. If such a listing is not completed by that date, the Company may elect to return the equipment, however, the two principals will retain the 4,000 shares of common stock as compensation. Effective March 31, 2021 and August 31, 2020, the Company reached the necessary milestones to trigger the conversion of certain notes payable issued on various dates in 2018 and 2019, as amended, into shares of the Company’s common stock, at conversion prices of $1.25 to $3.25 per share, subject to a 4.99% ownership limitation for each beneficial owner of such notes. In conjunction with these conversions, the holders of notes with total principal and accrued interest balances in the aggregate amount of $794,358 converted their notes into 433,203 shares of common stock, effective March 31, 2021, and the holders of notes with total principal and accrued interest balances in the aggregate amount of $501,137 converted their notes into 400,910 shares of common stock, effective August 31, 2020. As of March 31, 2022, convertible notes payable in the amount of $174,685, plus accrued interest in the amount of $41,141, remain outstanding and are available to be subsequently converted into 172,661 shares of common stock, subject to the ownership limitation (see Note 7). During the three months ended March 31, 2021, the Company entered into private stock subscription agreements with several accredited investors whereby it sold them a total of 53,000 shares of restricted common stock at an offering price of $10.00 per share, resulting in gross proceeds to the Company of $530,000. The investors also received an equal number of warrants to purchase additional shares of common stock at exercise prices of $21.25 to $25.00 per share. Such purchases must be made within 180 days of the Company’s 3-day volume weighted average stock price being above the exercise price, otherwise, such warrants are void. On December 29, 2020, the Board of Directors adopted, subject to the ratification by the majority shareholders, which ratification occurred pursuant to a majority shareholder consent, effective on December 30, 2020, the Rapid Therapeutic Science Laboratories, Inc. 2020 Equity Incentive Plan. Effective on January 7, 2022, the Board of Directors adopted, subject to the ratification by the majority shareholders, which ratification occurred pursuant to a majority shareholder consent, effective on January 11, 2022, the First Amended and Restated Rapid Therapeutic Science Laboratories, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; (vi) other stock-based awards; or (vii) any combination of the foregoing. In making such determinations, the Board of Directors may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board of Directors in its discretion shall deem relevant. Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2020 Plan is the sum of (i) 1,000,000 shares, and (ii) an annual increase on March 1st of each calendar year, beginning in 2022 and ending in 2030, in each case subject to the approval of the Board of Directors or the compensation committee of the Company (if any) on or prior to the applicable date, equal to the lesser of (A) five percent (5%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year; (B) 1,000,000 shares of common stock; and (C) such smaller number of shares as determined by the Board of Directors or compensation committee of the of the Company (if any)(the “Share Limit”), also known as an “evergreen” provision. Notwithstanding the foregoing, shares added to the Share Limit are available for issuance as incentive stock options only to the extent that making such shares available for issuance as incentive stock options would not cause any incentive stock option to cease to qualify as such. In the event that the Board of Directors or the compensation committee (if any) does not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable date provided for under the plan, the Share Limit remains at its then current level. Notwithstanding the above, no more than 10,000,000 incentive stock options may be granted pursuant to the terms of the 2020 Plan. The maximum number of shares subject to awards granted during a single calendar year to any non-employee director, taken together with any cash fees paid during the compensation year to the non-employee director, in respect of the director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), will not exceed $500,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes). Compensation will count towards this limit for the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred. Employees, non-employee directors, and consultants of the Company and its subsidiaries are eligible to participate in the 2020 Plan. Incentive stock options may be granted under the 2020 Plan only to employees of the Company and its affiliates. Employees, directors and consultants of the Company and its affiliates are eligible to receive all other types of awards under the 2020 Plan. No awards are issuable by the Company under the 2020 Plan (a) in connection with services associated with the offer or sale of securities in a capital-raising transaction; or (b) where the services directly or indirectly promote or maintain a market for the Company’s securities. The 2020 Plan will automatically terminate on the 10th anniversary of original approval date of the Plan (December 29, 2030). However, prior to that date, the Company’s Board of Directors may amend or terminate the 2020 Plan as it deems advisable, but it cannot adopt an amendment if it would (1) without a grantee’s consent, materially and adversely affect that grantee’s award; or (2) without shareholder approval, increase the number of shares of the Company’s common stock that can be awarded under the 2020 Plan, except as provided for therein. The Company has made no awards under the 2020 Plan to date. In March 2018, the Board approved the establishment of a 2018 Stock Option Plan with an authorization for the issuance of up to 800,000 shares of common stock. The Plan is designed to provide for future discretionary grants of stock options, stock awards and stock unit awards to key employees and non-employee directors. The Company has made no awards under the 2018 Stock Option Plan to date.

Related Party Transactions Disc

Related Party Transactions Disclosure	3 Months Ended
	Mar. 31, 2022
Notes
Related Party Transactions Disclosure	(10) Related Party Transactions Office services were provided without charge by our Chief Executive Officer and director, Donal R. Schmidt, Jr., from November 15, 2019 to June 30, 2021, at which time, the Company relocated to a new leased office location through December 31, 2021. Pending completion of the build out of the new office and lab space in Addison, Texas (see Note 6), the Company relocated back to the office space in Dallas, Texas, provided by the Company’s Chief Executive Officer at no cost or commitment to the Company, effective as of January 1, 2022. Such costs are immaterial to the consolidated financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company’s audit committee is tasked with resolving related party conflicts.

Commitments and Contingencies,

Commitments and Contingencies, Disclosure	3 Months Ended
	Mar. 31, 2022
Notes
Commitments and Contingencies, Disclosure	(11) Commitments and Contingencies From time to time in the ordinary course of our business, the Company may be involved in legal proceedings, the outcomes of which may not be determinable. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. We are not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable, primarily for the following reasons: (i) many of the relevant legal proceedings are in preliminary stages, and until such proceedings develop further, there is often uncertainty regarding the relevant facts and circumstances at issue and potential liability; and (ii) many of these proceedings involve matters of which the outcomes are inherently difficult to predict. We currently have no insurance policies covering such potential losses. We are not at this time involved in any legal proceedings.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Notes
Subsequent Events	(12) Subsequent Events Effective April 1, 2022, the Company granted a common stock purchase warrant to a Washington, DC based firm that it has engaged to provide consulting services relating to certain federal regulatory matters. The warrant will enable the firm to purchase up to 360,000 shares of the Company’s common stock at an exercise price of $10.00 per share, or the lower of any public offering related conversion price, for a period of 10 years. The warrant is structured to be exercisable in six separate tranches of from 160,000 shares to 40,000 shares, assuming specified performance milestones are met by the firm for each tranche.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies: Basis of Accounting Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Basis of Accounting Policy	Basis of Accounting

Summary of Significant Accoun_3

Summary of Significant Accounting Policies: Reverse Stock Split Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Reverse Stock Split Policy	Reverse Stock Split

Summary of Significant Accoun_4

Summary of Significant Accounting Policies: Principles of Consolidation, Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Principles of Consolidation, Policy	Principles of Consolidation

Summary of Significant Accoun_5

Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Cash and Cash Equivalents Policy	Cash and Cash Equivalents

Summary of Significant Accoun_6

Summary of Significant Accounting Policies: Inventory, Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Inventory, Policy	Inventory

Summary of Significant Accoun_7

Summary of Significant Accounting Policies: Property and Equipment, Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Property and Equipment, Policy	Property and Equipment

Summary of Significant Accoun_8

Summary of Significant Accounting Policies: Intangible Assets, Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Intangible Assets, Policy	Intangible Assets

Summary of Significant Accoun_9

Summary of Significant Accounting Policies: Revenue Recognition, Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Revenue Recognition, Policy	Revenue recognition FASB ASU Revenue from Contracts with Customers (Topic 606)

Summary of Significant Accou_10

Summary of Significant Accounting Policies: Earnings per share, Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Earnings per share, Policy	Earnings per Share

Summary of Significant Accou_11

Summary of Significant Accounting Policies: Income Taxes, Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Income Taxes, Policy	Income Taxes

Summary of Significant Accou_12

Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Use of Estimates, Policy	Use of Estimates Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Summary of Significant Accou_13

Summary of Significant Accounting Policies: Fair value of financial instruments, Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Fair value of financial instruments, Policy	Fair Value of Financial Instruments Level 1: The preferred inputs to valuation efforts are “ quoted prices in active markets for identical assets or liabilities based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “ unobservable shall be used to measure fair value to the extent that observable inputs are not available for situations in which there is little, if any, market activity for the asset or liability at the measurement date observable inputs

Summary of Significant Accou_14

Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements

Summary of Significant Accou_15

Summary of Significant Accounting Policies: Subsequent Events, Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Subsequent Events, Policy	Subsequent Events

Property and Equipment Disclo_2

Property and Equipment Disclosure: Schedule of Property and Equipment Balances (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Schedule of Property and Equipment Balances	March 31, 2022 December 31, 2021 Equipment purchased from Razor Jacket, LLC and awaiting installation in the Company’s facilities in Addison, Texas $ 500,000 $ 500,000 Equipment located in the Company’s facilities in Dallas, Texas 221,412 221,412 Leasehold improvements in progress at the Company’s new facilities in Addison, Texas 1,149,735 491,005 Leasehold improvements in the Company’s existing facilities in Dallas, Texas 2,500 2,500 Total property and equipment 1,873,647 1,214,917 Less: Accumulated depreciation (35,348) (29,355) Net property and equipment $ 1,838,299 $ 1,185,562

Notes Payable Disclosure_ Sched

Notes Payable Disclosure: Schedule of long-term debt obligations (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Schedule of long-term debt obligations	March 31, 2022 December 31 2021 Convertible debenture issued to an accredited investor on August 4, 2021, due May 1, 2022 in principal amount of $1,941,176, original issue discount of 15%, convertible at option of investor into a total of 194,118 shares of common stock at $10.00 per share and automatically convertible at 25% discount to the price per share of common stock in a qualified offering (net of unamortized debt discount of $221,100 as of March 31, 2022). $ 1,720,076 $ 1,075,048 Convertible promissory notes issued to an accredited investors on November 15, 2019, maturing in 5 years, accruing interest at 5% per annum, convertible into common stock at $1.25 per share. 150,000 150,000 Unsecured advances received from two officers in May through August 2021, accruing interest at 1% per annum, payable on demand. 260,000 260,000 Other short term notes issued to various affiliates of the former owners of Power Blockchain for acquisition of Treasury Stock, computers and equipment, and working capital financing, at stated interest rates of 10%. Amended on November 15, 2019, to mature in one year and to be convertible into common stock at $1.25 per share. 48,386 48,386 Promissory note issued to an independent director on January 28, 2022, accruing interest at approximately 18% per annum, due on January 28, 2023 400,000 - Promissory note issued to an institutional investor on March 8, 2022, accruing interest at approximately 8% per annum, due on March 8, 2023 197,000 - Total notes payable $ 2,775,462 $ 1,533,434

Notes Payable Disclosure_ Futur

Notes Payable Disclosure: Future maturities of notes payable (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Future maturities of notes payable	Year ending March 31, 2023 $ 2,846,562 Year ending March 31, 2024 - Year ending March 31, 2025 150,000 $ 2,996,562

Long Term Lease Obligation Di_2

Long Term Lease Obligation Disclosure: Future operating lease minimum payments (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Future operating lease minimum payments	Year ending December 31, 2022 $ 94,226 Year ending December 31, 2023 98,509 Year ending December 31, 2024 102,792 Year ending December 31, 2025 107,075 Year ending December 31, 2026 111,358 Total future minimum lease payments 513,960 Less amounts representing interest (79,908) Present value of lease liability 434,052 Current portion of operating lease liability (75,284) Long-term portion of operating lease liability $ 358,768

Going Concern Disclosure (Detai

Going Concern Disclosure (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Details
Accumulated deficit	$ 10,101,174	$ 8,521,423

Intangible Assets Disclosure (D

Intangible Assets Disclosure (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2019	Dec. 31, 2020
Additions to property and equipment	$ 350,851	$ 19,779
Sublicense agreement with Texas MDI
Stock issued in acquisition of assets, shares			5,600,000
Stock issued in acquisition of assets, value			$ 140,000
Additions to property and equipment			$ 135,000
Accrued liabilities, net				$ 44,925
Sublicense agreement, gross	$ 170,075

Asset Acquisition Disclosure (D

Asset Acquisition Disclosure (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020
General and administrative	$ 762,141	$ 501,923
Asset Purchase and Sales Agreement with Razor Jacket, Cash Paid
General and administrative			$ 300,000
Asset Purchase and Sales Agreement with Razor Jacket, Stock Issued
Stock issued in acquisition of assets, shares			25,000
Asset Purchase and Sales Agreement with Razor Jacket, Stock Value
Stock issued, non-cash			$ 500,000

Property and Equipment Disclo_3

Property and Equipment Disclosure: Schedule of Property and Equipment Balances (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Property and equipment, gross	$ 1,873,647	$ 1,214,917
Accumulated depreciation	(35,348)	(29,355)
Net property and equipment	1,838,299	1,185,562
Equipment purchased from Razor Jacket
Property and equipment, gross	500,000	500,000
Equipment located in the Company's facilities
Property and equipment, gross	221,412	221,412
Leasehold improvements in progress at new facilities
Property and equipment, gross	1,149,735	491,005
Leasehold improvements in the Company's facilities
Property and equipment, gross	$ 2,500	$ 2,500

Property and Equipment Disclo_4

Property and Equipment Disclosure (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounts payableand accrued liabilities, net	$ 1,199,592	$ 465,204
Commercial lease at new facilities
Accounts payableand accrued liabilities, net	$ 623,525

Notes Payable Disclosure_ Sch_2

Notes Payable Disclosure: Schedule of long-term debt obligations (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Convertible debt payable	$ 2,775,462	$ 1,533,434
Convertible debenture issued to an accredited investor, Aug 4 2021
Convertible debt payable	1,720,076	1,075,048
Convertible promissory notes issued to two accredited investors, Nov 15 2019
Convertible debt payable	150,000	150,000
Unsecured advances received from two officers
Convertible debt payable	260,000	260,000
Other short term notes issued to various affiliates
Convertible debt payable	48,386	$ 48,386
Promissory note issued to an independent director
Convertible debt payable	400,000
Promissory note issued to an institutional investor
Convertible debt payable	$ 197,000

Notes Payable Disclosure (Detai

Notes Payable Disclosure (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021
Amortization of debt discount	$ 627,047	$ 0
Warrant liability and other derivatives	1,162,405			$ 1,085,360
Gain (loss) on valuation of warrant liability	(77,045)	0
Proceeds from notes payable - related party	400,000	0
Stock issued for conversion of debt, value		890,031	$ 2,034,760
Stock issued for conversion of debt, shares			626,080
Convertible debenture issued to an accredited investor, Aug 4 2021
Proceeds from Issuance of convertible debenture payable	1,650,000
Amortization of debt discount	$ 258,823
Conversion price per share	$ 10
Warrants issued with convertible debt	194,118
Convertible debenture Placement Agent
Conversion price per share	$ 10
Warrants issued with convertible debt	9,706
Convertible debenture Warrants issued
Amortization of debt discount	$ 627,047
Warrant liability and other derivatives	1,162,405
Gain (loss) on valuation of warrant liability	77,045
Unsecured cash advance from two officers
Proceeds from notes payable - related party	260,000
Loan was from an independent director
Proceeds from notes payable - related party	$ 400,000
Convertible notes 2018 at $0.13
Conversion price per share	$ 3.25
Stock issued for conversion of debt, value		$ 794,358
Stock issued for conversion of debt, shares		433,203
Convertible notes 2019 at $0.05
Stock issued for conversion of debt, value		$ 501,137
Stock issued for conversion of debt, shares	400,910	400,910
Promissory notes with two accredited investors
Proceeds from notes payable - related party			$ 300,000

Long Term Lease Obligation Di_3

Long Term Lease Obligation Disclosure: Future operating lease minimum payments (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Details
Due December 31, 2022	$ 94,226
Due December 31, 2023	98,509
Due December 31, 2024	102,792
Due December 31, 2025	107,075
Due December 31, 2026	111,358
Current portion of operating lease obligation	75,284	$ 73,289
Long-term portion of operating lease obligation	$ 358,768	$ 378,744

Long Term Lease Obligation Di_4

Long Term Lease Obligation Disclosure (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Details
Operating lease right-of-use asset, net	$ 403,912	$ 425,171
Operating lease obligation total	434,052
Long-term portion of operating lease obligation	$ 358,768	$ 378,744

Stockholders' Equity Disclosu_2

Stockholders' Equity Disclosure (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021
Common Stock, Shares Authorized	800,000,000			800,000,000
Share-based compensation, value	$ 20,000
Stock issued for conversion of debt, value		$ 890,031	$ 2,034,760
Stock issued for conversion of debt, shares			626,080
Sale of common stock, value		530,000
Various notes in 2018 and 2019
Conversion price per share				$ 3.25
Convertible notes 2018 at $0.13
Conversion price per share	$ 3.25
Stock issued for conversion of debt, value		$ 794,358
Stock issued for conversion of debt, shares		433,203
Convertible notes 2019 at $0.05
Stock issued for conversion of debt, value		$ 501,137
Stock issued for conversion of debt, shares	400,910	400,910
Compensation for a contingent purchase of lab equipment
Share-based compensation, shares issued	4,000
Share-based compensation, value	$ 20,000
private stock subscription agreements with various accredited investors
Sale of common stock, shares		53,000
Price per share sold	$ 10
Sale of common stock, value		$ 530,000
2020 Equity Incentive Plan
Common stock authorized under Stock Option Plan	10,000,000
2018 Stock Option Plan
Common stock authorized under Stock Option Plan	800,000
Series A Preferred Stock
Preferred Stock, Shares Authorized	16,500,000
Series B Preferred Stock
Preferred Stock, Shares Authorized	2,000,000
Series C Preferred Stock
Preferred Stock, Shares Authorized	8,500,000

Subsequent Events (Details)

Subsequent Events (Details)	Apr. 02, 2022shares
Details
Warrants issued	360,000