Innoveren Scientific (IVRN) 10-K 10 May 23 2022 FY Annual report Financial data

Cover

Cover - shares	12 Months Ended
	Dec. 31, 2022	May 09, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-36763
Entity Registrant Name	H-CYTE, INC
Entity Central Index Key	0001591165
Entity Tax Identification Number	46-3312262
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2202 N West Shore Blvd
Entity Address, Address Line Two	Ste 200
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33607
City Area Code	(844)
Local Phone Number	633-6839
Title of 12(b) Security	Common stock, par value $0.001 per share
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		628,122
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Auditor Firm ID	215
Auditor Name	Frazier & Deeter, LLC
Auditor Location	Tampa, Florida

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)		Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash			$ 95,172
Accounts receivable			13,500
Patient financing receivable, current portion		29,464	43,900
Prepaid expenses		54,381	44,884
Total Current Assets		83,845	197,456
Property and equipment, net		20,394	38,374
Patient financing receivable, net of current portion		14,436	67,163
Other assets		18,682	18,412
Total assets		137,357	321,405
Current Liabilities
Accounts payable		971,492	585,291
Accrued liabilities		1,418,368	164,680
Other current liabilities		139,330	28,246
Notes payable, current portion		104,468	69,455
Convertible notes payable, related parties		3,325,000	3,325,000
Convertible notes payable		430,095
PPP Loan, current portion			66,275
Deferred revenue			414,025
Lease liability, current portion		63,291	94,805
Anti-dilution share contingent consideration liability		501,531
Interest payable, related parties		400,042	98,055
Interest payable		123,276	75,048
Total Current Liabilities		7,476,893	4,920,880
Long-term Liabilities
Royalty liability		1,697,000
Milestone payment contingent consideration liability		320,850
Lease liability, net of current portion			62,768
Total Long-term Liabilities		2,017,850	62,768
Total Liabilities		9,494,743	4,983,648
Stockholders’ Equity (Deficit)
Preferred Stock - $.001 par value:  1,000,000,000 shares authorized; Series A Preferred Stock - $.001 par value: 800,000,000 shares authorized, 438,776,170 and 501,887,532 shares issued and outstanding at December 31, 2022 and 2021, respectively.		438,773	501,887
Common stock - $.001 par value: 500,000,000 shares authorized, 618,506 and 166,394 shares issued and outstanding at December 31, 2022 and 2021, respectively.	[1]	618	164,199
Additional paid-in capital		49,531,216	43,700,084
Accumulated deficit		(59,327,993)	(49,028,413)
Total Stockholders’ Deficit		(9,357,386)	(4,662,243)
Total Liabilities and Stockholders’ Deficit		$ 137,357	$ 321,405
[1]The number of outstanding shares of common stock have been adjusted for all periods presented to reflect a one-for-one thousand

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000,000	1,000,000,000
Common Stock, Par or Stated Value Per Share		$ 0.001
Common Stock, Shares Authorized		500,000,000
Common stock, shares issued	618,506	166,394
Common stock, shares outstanding	618,506	166,394
Equity reverse stock split	1-for-1000
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	800,000,000	800,000,000
Preferred stock, shares issued	438,776,170	501,887,532
Preferred stock, shares outstanding	438,776,170	501,887,532

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues		$ 453,460	$ 1,611,518
Cost of Sales		(117,601)	(704,705)
Gross Profit		335,859	906,813
Operating Expenses
Salaries and related costs		1,053,542	2,213,862
Share based compensation		585,712	1,184,903
Loss on disposal of property and equipment		9,610	92,803
Other general and administrative		1,754,564	2,700,849
Acquired in-process research and development		2,038,204
Total Operating Expenses		5,441,632	6,192,417
Operating Loss		(5,105,773)	(5,285,604)
Other (Expense) Income
Forgiveness of PPP loan			698,820
Inducement expense		(3,133,055)
Loss on extinguishment of convertible notes payable		(2,196,100)
Interest income		507,944
Interest expense		(368,139)	(176,836)
Other income (expense)		(4,457)	(35,687)
Total Other (Expense) Income		(5,193,807)	486,297
Net Loss		(10,299,580)	(4,799,307)
Net Loss attributable to common stockholders		$ (10,299,580)	$ (4,799,307)
Loss per share - Basic and Diluted	[1]	$ (35.06)	$ (32.93)
Weighted average outstanding shares - basic and diluted	[1]	293,778	145,736
[1]The number of outstanding shares of common stock have been adjusted for all periods presented to reflect a one-for-one thousand

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parenthetical)		12 Months Ended
	Jun. 13, 2022	Dec. 31, 2022
Income Statement [Abstract]
Equity reverse stock split	one-for-one thousand	1-for-1000

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit - USD ($)		Series A Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]		Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2020		$ 538,109	$ 127,159		$ 42,515,999	$ (44,229,106)	$ (1,047,839)
Balance, shares at Dec. 31, 2020		538,109,409	129,354	[1]
Conversion of Series A Preferred Stock to Common Stock		$ (36,222)	$ 36,222
Conversion of Series A Preferred Stock to Common Stock, shares		(36,221,875)	36,222	[1]
Share based compensation					1,184,903		1,184,903
Issuance of Common Stock pursuant to cashless exercise of warrant			$ 818		(818)
Issuance of Common Stock pursuant to cashless exercise of warrant, shares			818	[1]			818,453
Net loss						(4,799,307)	$ (4,799,307)
Issuance of Common Stock pursuant to SkinDisc acquistion
Balance at Dec. 31, 2021		$ 501,887	$ 164,199		43,700,084	(49,028,413)	(4,662,243)
Balance, shares at Dec. 31, 2021		501,887,534	166,394	[1]
Conversion of Series A Preferred Stock to Common Stock		$ (63,114)	$ 7,364		55,750
Conversion of Series A Preferred Stock to Common Stock, shares		(63,111,364)	63,114	[1]
Share based compensation					585,712		585,712
Net loss						(10,299,580)	(10,299,580)
Issuance of Common Stock pursuant to securities purchase agreement			$ 128		$ 254,871		$ 254,999
Issuance of Common Stock pursuant to securities purchase agreement, shares			127,500	[1]
Adjustment for 1-for-1000 reverse stock split	[1]		(254,831)		254,831
Issuance of Common Stock pursuant to Jantibody acquisition			$ 52		$ 29,505		$ 29,557
Issuance of Common Stock pursuant to Jantibody acquisistion, shares			52,023	[1]
Inducement expense					3,133,055		3,133,055
Warrant expense					376,934		376,934
Exercised warrants to Common Stock			$ 83,580		1,086,530		1,170,110
Exercised warrants to Common Stock, shares	[1]
Conversion of warrants to Common Stock, shares	[1]		83,579
Issuance of anti-dilution Common Stock pursuant to Jantibody acquisition			$ 3		(3)
Issuance of anti-dilution Common Stock pursuant to Jantibody acquisition, shares	[1]		2,743
Issuance of Common Stock pursuant to SkinDisc acquistion			$ 123		53,947		54,070
Issuance of Common Stock pursuant to SkinDisc acquistion, shares	[1]		123,153
Balance at Dec. 31, 2022		$ 438,773	$ 618		$ 49,531,216	$ (59,327,993)	$ (9,357,386)
Balance, shares at Dec. 31, 2022		438,776,170	618,506	[1]
[1]The number of outstanding shares of common stock have been adjusted for all periods presented to reflect a one-for-one thousand

Consolidated Statements of St_2

Consolidated Statements of Stockholders' Deficit (Parenthetical)		12 Months Ended
	Jun. 13, 2022	Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]
Equity reverse stock split	one-for-one thousand	1-for-1000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities
Net loss	$ (10,299,580)	$ (4,799,307)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	14,215	15,829
Amortization of debt premium	(499,100)
Inducement expense	3,133,055
Share based compensation expense	585,712	1,184,903
Loss on debt extinguishment	2,196,100
Gain on extinguishment of debt - PPP Loan		(698,820)
Loss on impairment of ROU Asset		139,884
Warrant expense	376,934
Bad debt expense	67,595	14,399
Loss on disposal of property and equipment	9,610	92,803
Expense of acquired in-process research and development	2,038,204
Changes in operating assets and liabilities:
Accounts receivable	(54,095)	(27,900)
Accounts payable	364,601	(421,677)
Accrued liabilities	239,623	(111,735)
Other current liabilities	(80,198)	(126,566)
Patient financing receivable	67,163	(111,063)
Other assets	(270)	22,123
Prepaid expenses	(9,497)	60,379
Deferred revenue	(414,025)	(220,124)
Interest payable, related parties	301,987	98,055
Interest payable	48,228	79,007
Net Cash Used in Operating Activities	(1,913,738)	(4,809,810)
Cash Flows from Investing Activities
Purchase of property and equipment		(7,830)
Cash acquired in asset acquisition	469
Net Cash Provided By (Used in) Investing Activities	469	(7,830)
Cash Flows from Financing Activities
Proceeds from notes payable	92,513
Proceeds from convertible notes payable, related parties		1,969,174
Proceeds from convertible notes payable	437,500	1,355,826
Proceeds from warrants exercised	1,170,110
Proceeds from issuance of common stock	254,999
Payment on notes payable	(57,500)
Payment on convertible note financing costs	(13,250)
Payment on PPP Loan	(66,275)	(52,833)
Net Cash Provided by Financing Activities	1,818,097	3,272,167
Net Change in Cash	(95,172)	(1,545,473)
Cash - Beginning of year	95,172	1,640,645
Cash - End of year		95,172
Supplementary Cash Flow Information
Cash paid for interest	12,080	8,370
Conversion of Series A Preferred Stock to Common Stock	63,114	36,222
Conversion of warrants to Common Stock		818
Issuance of common stock pursuant to Jantibody	29,557
Issuance of warrants pursuant to inducement agreements	3,133,055
Issuance of warrants pursuant to securities purchase agreement	376,934
Issuance of Common Stock pursuant to SkinDisc acquisition	54,070
Issuance of anti-dilution Common Stock pursuant to Jantibody acquisition	$ 3

DESCRIPTION OF THE COMPANY

DESCRIPTION OF THE COMPANY	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
DESCRIPTION OF THE COMPANY	Note 1 - Description of the Company DESCRIPTION OF THE COMPANY H-CYTE, Inc (“the Company”) has evolved from focusing on treating chronic lung conditions after the closure of its lung treatment clinics due to COVID-19. The Company is currently focusing on acquiring and developing early-stage companies or their technologies in the areas of therapeutics, medical devices, and diagnostics. The goal is to develop these companies and incubate their technologies to meaningful clinical inflection points. On June 3, 2022, the Company closed its clinic in Scottsdale, Arizona. The Company has now closed all of its clinical operations in the autologous infusion therapy business which delivered treatments for patients with chronic respiratory and pulmonary disorders. The Company will continue to pursue Food and Drug Administration (“FDA”) approval of the device that was utilized in the treatment provided at the clinics. The Company also has a continued interest in the commercialization of the DenerveX device through a joint venture. The Company has implemented the transition into a biologics and therapeutic device incubator company to bring new technologies to market. The consolidated results for H-CYTE include the following wholly-owned subsidiaries: H-CYTE Management, LLC, Medovex Corp, Cognitive Health Institute, LLC, and Lung Institute Tampa, LLC and the results include Lung Institute Dallas, LLC (“LI Dallas”), Lung Institute Nashville, LLC (“LI Nashville”), Lung Institute Pittsburgh, LLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”). Additionally, H-CYTE Management, LLC was the operator and manager of the various Lung Health Institute (LHI) clinics: LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale prior to their closure. On June 10, 2022, the Company amended (the “Amendment”) its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split (the “Reverse Split”) of its common stock. The Reverse Split was approved by FINRA on June 10, 2022 and effectuated on June 13, 2022. Pursuant to the Amendment, the Company also reduced the authorized shares of common stock to 500,000,000 618,506 438,776,170 438,776,170 438,776 On September 7, 2022, the Company acquired all of the membership interests of Jantibody LLC (“Jantibody”), a Nevada limited liability company. Jantibody is focused on the development of novel proprietary immunotherapies targeted towards ovarian cancer, pancreatic cancer, and mesothelioma (see Note 8). On December 22, 2022, the Company acquired all of the membership Autologous Infusion Therapy (“Infusion Division”) The Company’s Infusion Division develops and implements innovative treatment options in autologous cellular therapy (PRP-PBMC) to treat chronic lung disorders. Committed to an individualized patient-centric approach, this division consistently provides oversight and management of the highest quality care to the LHI clinics located in Tampa, Nashville, and Scottsdale, while producing positive medical outcomes following the strictest CDC guidelines. During the first quarter of 2022, the Company decided to close the clinics in Tampa and Nashville. During the second quarter of 2022, the Company closed its clinic in Scottsdale. The Company has now closed all clinical operations in the autologous infusion therapy division which delivered treatments for patients with chronic respiratory and pulmonary disorders. Biotech Development (“Biotech Division”) During the year ended December 31, 2021, the Company completed a review of the R&D status regarding the exclusive product supply and services agreements with Rion, LLC (“Rion”) to develop and distribute (post U.S. Food & Drug Administration, the “FDA”, approval) a biologic combining its PRP-PBMC (“PRP”) technology with Rion’s exosomes (“EV”) technology for the treatment of chronic obstructive pulmonary disease (“COPD”). The Company has determined a single entity biologic from an alternative commercial source will be a more viable solution. The Company has decided to move away from Rion’s PRP technology and is progressing towards alternate biologics and therapeutic devices to meet the needs of the business. As of June 30, 2022, the Company has closed all of the LHI clinics and has moved away from the Infusion Division as part of its future plans. The Company has also decided that the Biotech Division will begin to transform into a medical biosciences incubator division focusing on bringing new biologics and therapeutic device technologies to market for various health conditions.

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 2 – Basis Of Presentation And Summary of Significant Accounting Policies BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated results for H-CYTE include the following wholly-owned subsidiaries: H-CYTE Management, LLC, Medovex Corp, Cognitive Health Institute, LLC, and Lung Institute Tampa, LLC and the results include Lung Institute Dallas, LLC (“LI Dallas”), Lung Institute Nashville, LLC (“LI Nashville”), Lung Institute Pittsburgh, LLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”). Additionally, H-CYTE Management, LLC was the operator and manager of the various Lung Health Institute (LHI) clinics: LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale prior to their closure. Principles of Consolidation PRINCIPLES OF CONSOLIDATION U.S. GAAP requires that a related entity be consolidated with a company when certain conditions exist. An entity is considered to be a VIE when it has equity investors who lack the characteristics of having a controlling financial interest, or its capital is insufficient to permit it to finance its activities without additional subordinated financial support. Consolidation of a VIE by the Parent would be required if it is determined that the Parent will absorb a majority of the VIE’s expected losses or residual returns if they occur, retain the power to direct or control the VIE’s activities, or both. The accompanying consolidated financial statements include the accounts of the Parent, its wholly owned subsidiaries, and its VIEs. All intercompany accounts and transactions have been eliminated in consolidation. Reclassification of Prior Year Presentation RECLASSIFICATION OF PRIOR YEAR PRESENTATION Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Use of Estimates USE OF ESTIMATES In preparing the financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. Significant estimates were made around the valuation of embedded derivatives, which impacts gains or losses on such derivatives, the carrying value of debt, interest expense, and deemed dividends. Actual results could differ from those estimates. Cash CASH The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash balances at December 31, 2022 and 2021 consists of funds deposited in checking accounts with commercial banks. Accounts Receivable ACCOUNTS RECEIVABLE Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. Trade accounts receivable are stated net of an estimate made for doubtful accounts, if any. Management evaluates the adequacy of the allowance for doubtful accounts regularly to determine if any account balances will potentially be uncollectible. Customer account balances are considered past due or delinquent based on the contractual agreement with each customer. Accounts are written off when, in management’s judgment, they are considered uncollectible. At December 31, 2022 and 2021, management believes no 68,000 14,000 In February 2021, the Company implemented a patient financing program whereby it utilized third-party financing companies to facilitate financing to its patients to pay for treatments. The financing structure allows patients to make monthly payments to the financing companies with an interest rate ranging from 7.0 13.9 12 36 Leases LEASES The Company accounts for leases in accordance with the Financial Accounting Standard Board (“FASB”) Topic 842, Leases, Revenue Recognition REVENUE RECOGNITION The Company recognizes revenue in accordance with U.S. GAAP as outlined in the FASB ASC 606, Revenue From Contracts with Customers The Company uses a standard pricing model for the types of cellular therapy treatments that is offered to its patients. The transaction price accounts for medical, surgical, facility, and office services rendered by the Company for consented procedures and is recorded as revenue. The Company recognizes revenue when the terms of a contract with a patient are satisfied. The Company offers two types of cellular therapy treatments to their patients: 1) The first type of treatment includes medical services rendered typically over a two-day period in which the patient receives cellular therapy. For this treatment type, revenue is recognized in full at time of service. 2) The Company also offers a four-day treatment in which medical services are rendered typically over a two-day period and then again, approximately three months later, medical services are rendered for an additional two days of treatment. Payment is collected in full for both service periods at the time the first treatment is rendered. Revenue is recognized when services are performed based on the estimated standalone selling price of each service. The Company’s policy is to not offer refunds to patients. However, in limited instances the Company may make exceptions to this policy for extenuating circumstances. These instances are evaluated on a case-by-case basis and may result in a patient refund. Management performed an analysis of its customer refund history for refunds issued related to prior year’s revenue. Management used the results of this historical refund analysis to record a reserve for anticipated future refunds related to recognized revenue of approximately $25,000 for the year ended December 31, 2022. The Company has now closed all of its clinical operations in the autologous infusion therapy business which delivered treatments for patients with chronic respiratory and pulmonary disorders. Research and development costs RESEARCH AND DEVELOPMENT COSTS Research and development expenses are recorded in operating expenses in the period in which they are incurred. Advertising ADVERTISING Advertising costs are recorded in operating expenses in the period in which they are incurred. Share-Based Compensation SHARE-BASED COMPENSATION The Company maintains a stock option incentive plan and accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation Income Taxes The Company utilizes the liability method of accounting for income taxes as set forth in FASB ASC Topic 740, “Income Taxes”. Under the liability method, deferred taxes are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the difference turns around. The Company accounts for interest and penalties on income taxes as income tax expense. A valuation allowance is recorded when it is more likely than not that a tax benefit will not be realized. In determining the need for valuation allowances the Company considers projected future taxable income and the availability of tax planning strategies. From inception to December 31, 2022, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses is fully offset by a valuation allowance as of December 31, 2022 and 2021 since it is currently likely that the benefit will not be realized in future periods. There are no uncertain tax positions at December 31, 2022 and 2021. The Company has not undergone any tax examinations since inception. Net Loss Per Share NET LOSS PER SHARE Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus potentially dilutive common shares outstanding using the treasury stock and if-converted methods, as applicable. Any potentially dilutive securities are antidilutive due to the Company’s net losses. Fair Value Measurements FAIR VALUE MEASUREMENTS The Company measures certain non-financial assets, liabilities, and equity issuances at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company classifies its stock warrants as either liability or equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” (ASC 480) and ASC 815, “Derivatives and Hedging” (ASC 815), depending on the specific terms of the warrant agreement. The Company uses the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded, adjusted above, or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: ● Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and ● Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist in determining fair value, as appropriate. The Company evaluates its financial liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. Although the Company believes that the recorded fair value of our financial instruments is appropriate at December 31, 2022, these fair values may not be indicative of net realizable value or reflective of future fair values.

LIQUIDITY, GOING CONCERN AND MA

LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS	Note 3 - Liquidity, Going Concern and Management’s Plans LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS The Company incurred net losses of approximately $ 10,300,000 4,000 COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020 and the Company continues to monitor the impact on its operations of the COVID-19 pandemic and its aftermath. The Company believes the effect of the COVID-19 pandemic and certain public and certain governmental responses to it have negatively affected each of its last twelve quarter’s results. During the COVID-19 pandemic and its aftermath the Company experienced material reductions in demand and net revenues at its lung treatment centers. This reduction in demand lead to the Company shifting its focus from treating chronic lung disease to acquiring and developing early-stage companies or their technologies in the areas of therapeutics, medical devices, and diagnostics. The Company had a negative cash balance of approximately $ 4,000 4,000 There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financing will be workable or acceptable to the Company or its shareholders. If the Company is unable to fund its operations from existing cash on hand, operating cash flows, additional borrowings, or raising equity capital, the Company may not continue operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. On February 24, 2023, the Company and certain investors entered into a Securities Purchase Agreement (the “SPA”), whereby the Company sold and issued to the certain investors an aggregate of three hundred thousand dollars ($ 300,000 0.001 2.00 5 2.00 The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company, dated February 24, 2023. The Company issued Warrants to purchase an aggregate of 30,000 2.00 On February 28, 2023, the Company entered into a securities purchase agreement for a total of $ 128,250 65 The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. On March 27, 2023, H-Cyte, Inc., (the “Company”) and three related party investors entered into a Securities Purchase Agreement (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($ 125,000 0.001 35,000 2.00 5 2.00 The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company. The Company issued Warrants to purchase an aggregate of 13,500 2.00

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	Note 4 – Related Party Transactions RELATED PARTY TRANSACTIONS Officers and Board Members and Related Expenses On January 12, 2021, Mr. Raymond Monteleone was appointed as Chairman of the Board, Audit Committee Chair, and Compensation Committee Chair. There are understandings between the Company and Mr. Monteleone for him to receive $ 5,000 2,500 7,500 2,500 3,750 75,000 70,000 35,000 Mr. Michael Yurkowsky entered into an oral agreement with the Company on October 1, 2020, in which Mr. Yurkowsky will receive $ 4,167 0 46,000 On January 12, 2021, Mr. William Horne stepped down as Chairman of the Board. Mr. Horne will remain a member of the Board. Effective March 1, 2021, the Company entered into an oral agreement with Mr. Horne in which Mr. Horne will receive $ 4,167 108,000 5,000 2,500 50,000 37,500 17,500 Mr. Richard Rosenblum entered into an oral agreement with the Company effective January 17, 2022, in which Mr. Rosenblum will receive $ 5,000 2,500 42,500 17,500 Mr. Matthew Anderer entered into an oral agreement with the Company effective January 17, 2022, in which Mr. Anderer will receive $ 5,000 2,500 42,500 17,500 Debt and Other Obligations Convertible Notes Payable On April 1, 2021, the Company, entered into a Secured Convertible Note Purchase Agreement (the “April 2021 Note Purchase Agreement”) with five (5) related party investors (the “Holders”). Pursuant to the terms of the April 2021 Note Purchase Agreement, the Company sold promissory notes in the aggregate principal amount of $ 2,575,000 8 20 1,500,000 25,000 On October 14, 2021, the Company entered into the Second Closing Bring Down Agreement (the “October 2021 Note Purchase Agreement”) whereby the five (5) related party investors who had entered into the April 2021 Note Purchase Agreement purchased new notes in the Company in the aggregate principal amount of $ 750,000 8 20 437,000 7,000 On February 22, 2022, the Company entered into a Debt Conversion Agreement (the “Amendment Agreement”) which i) provided for an additional round of convertible debt financing (“Tranche 2 Notes”) of up to $ 500,000 80 15 0.002 10 1) $ 1,000,000 2) Following the closing of a Qualified financing, 25 10 The Milestone Payments are not to exceed $2 million, and the Amendment Agreement also specifies that a Qualified Financing will not occur prior to the closing of the acquisition of Jantibody, LLC. The Company evaluated the Amendment Agreement under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that probability of having to pay a Milestone payment was minimal and the change in the fair value of the conversion feature was not material. Since the Amendment did not cause a material change in cash flows, extinguishment accounting was not applicable. On April 29, 2022, the Company entered into an Amended and Restated Note Conversion Agreement (the “Note Conversion Agreement”) with certain holders of its Tranche 1 Notes (i) providing for a conversion price equal to the lesser of (x) $0.002 per share (pre-split) and (y) the price per share paid by the investors in a Qualified Financing for such New Securities purchased for cash and not through conversion of Notes (as such terms are defined in the Note Conversion Agreement), in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, (ii) automatic conversion upon the occurrence of a Qualified Financing, and (iii) amendment of the maturity date from March 31, 2022 to June 17, 2022 (the “New Notes”). Upon the effectiveness of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $ 2.00 15 Due to changes in key provisions of the Tranche 1 Notes, the Company analyzed the before and after cash flows between the (i) fair value of the New Notes and (ii) reacquisition price of the Tranche 1 Notes prior to the (A) change in the maturity date from March 31, 2022 to June 17, 2022, (B) change in the conversion price to the lesser of (x) $ 2.00 The Company used a discounted cash flow method with Monte Carlo Simulation to value the Royalty Payments. Future Royalty Payments were estimated based on management’s best estimate of future cash flows under various scenarios which were discounted to present value using a risk-adjusted rate of 70 Based on the before and after cash flows of each note, the change was considered significantly different. Consequently, the New Notes were accounted for as a debt extinguishment of the Tranche 1 Notes and a new debt issuance of the New Notes. The Company recorded a $ 2.2 SCHEDULE OF LOSS UPON EXTINGUISHMENT Carrying value of Tranche 1 Notes $ 3,580,738 Less: Fair value of New Notes (4,079,838 ) Less: Fair value of Royalty Payments (1,697,000 ) Loss on Extinguishment $ (2,196,100 ) The Note Conversion Agreement also provided for the consummation of a Tranche 2 Financing (the “Tranche 2 Notes”) subject to (i) the aggregate principal amount of indebtedness represented by the Tranche 2 Notes being capped at $ 500,000 and (ii) Tranche 2 Notes’ being an unsecured obligation of the Company and expressly subordinate in all respects to all indebtedness of the Company under the Notes and including language in which the holders of such Tranche 2 Notes acknowledge, confirm and agree to the foregoing subordination terms. Pursuant to the terms of the Note Conversion Agreement, the Investors have agreed not to sell any capital stock of the Company for a period of 12 months following the Qualified Financing. For the year ended December 31, 2022, approximately $ 499,000 of amortization of the debt premium is included in interest income. On June 9, 2022, the Company entered into a securities purchase agreement for a total of $ 272,500 65 10 For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. The Company also issued a promissory note for $ 100,000 This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the VWAP of the five (5) days prior to conversion. The embedded features in the convertible notes were analyzed under Accounting Standards Codification 815-“Derivatives and Hedging” (ASC 815) to determine if they required bifurcation as derivative instruments. To be a derivative, one of the criteria is that the embedded component must be net-settleable. While the Company’s Common Stock was traded on an exchange at the time of the transaction, the underlying shares are not readily convertible into cash since there is insufficient daily trading volume for the holders to convert the convertible notes into Common Stock without significantly affecting the share price. Accordingly, the embedded derivatives, including the embedded conversion feature, did not meet the definition of a derivative, and therefore, did not require bifurcation from the host instrument. Certain default put provisions, including a default put and default interest, were not considered to be clearly and closely related to the host instrument but the Company concluded that the value of these provisions was de minimus at inception. The Company will reconsider the value of these provisions each reporting period to determine if the value becomes material to the financial statements. On August 8, 2022, the Company entered into a securities purchase agreement for a total of $ 65,000 65 10 For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. The Company chose to early adopt effective January 1, 2021, ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contract in Entity’s Own Equity. Thus, the April 2021 and October 2021 Note Purchase Agreements did not require consideration of a beneficial conversion feature and were accounted for solely as debt on the balance sheets. Other Obligations During the year ending December 31, 2022, Michael Yurkowsky, CEO, advanced the Company approximately $ 40,000 35,000

EQUITY TRANSACTIONS

EQUITY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
EQUITY TRANSACTIONS	Note 5 - Equity Transactions EQUITY TRANSACTIONS On December 31, 2021, a certain warrant holder of the Company, exercised 1,339,286 818,453 In January 2022, the Company offered certain warrant holders the opportunity to receive an additional warrant to purchase the Company’s Common Stock at $ 14.00 5 83,579 14.00 1,170,000 On June 10, 2022, the Company amended (the “Amendment”) its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split (the “Reverse Split”) of its common stock. The Reverse Split was approved by FINRA on June 10, 2022, and effectuated on June 13, 2022. Pursuant to the Amendment, the Company also reduced the authorized shares of common stock to 500,000,000 618,506 438,776,170 438,776,170 438,776 On September 29, 2022, the Company entered into a securities purchase agreement with two related party accredited investors for the sale of shares of Common Stock and warrants (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company sold an aggregate of 112,500 56,250 2.50 225,000 On November 14, 2022, pursuant to the Purchase Agreement, the Company sold an aggregate of 15,000 7,250 2.50 30,000 The following table summarizes the Company’s common and preferred stock outstanding by class. The number of common stock shares has been adjusted to reflect a one-for-one thousand reverse stock split that became effective on June 13, 2022. SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING December 31, 2022 December 31, 2021 Common Stock 618,506 166,394 Series A Preferred Stock 438,776,170 501,887,532 Series A Preferred Stock For the years ended December 31, 2022 and 2021, 63,111,364 36,221,875 63,114 36,222 Voting Rights Holders of Series A Preferred Stock (“Series A Holders”) have the right to receive notice of any meeting of holders of common stock and to vote upon any matter submitted to a vote of the holders of common stock. Each Series A Holder shall vote on each matter on an as converted basis submitted to them with the holders of common stock. Conversion Series A Preferred Stock converts to common stock at a 1:1000 ratio immediately upon request of the Series A Holder. Liquidation Series A Preferred Stock does not have preferential treatment over common stock shareholders if the Company liquidates or dissolves. Share-Based Compensation The Company utilizes the Black-Scholes valuation method to recognize share-based compensation expense over the vesting period. The expected life represents the period that the stock-based compensation awards are expected to be outstanding. On April 1, 2021, the Board of Directors of the Company approved and granted certain directors and officers of the Company an aggregate of 54,750 4,750 70.00 The Board of Directors decided not to renew the former CEO’s (Robert Greif) employment contract; therefore, the unvested shares were forfeited resulting in a reduction of share-based compensation of approximately $ 205,000 On June 10, 2022, the Company amended its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split of its common stock. The Reverse Split was approved by FINRA on June 10, 2022 and effectuated on June 13, 2022. As of December 31, 2022, 29,385 options were outstanding and 21,406 were vested. As of December 31, 2021, 29,635 options were outstanding and 15,385 were vested. For the years ended December 31, 2022 and 2021, the Company recognized and expense related to stock options of approximately $ 296,000 and $ 1,147,000 , respectively, which is included in share based compensation. As of December 31, 2022, the Company has approximately $ 156,000 of unrecognized compensation costs related to non-vested stock options, which is expected to be recognized over a weighted average period of approximately 1.95 years. Inputs used in the valuation models are as follows: SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS 2021 Grants Option value $ 54.00 to $ 56.00 Risk Free Rate 0.90 % to 1.37 % Expected Dividend- yield - to - Expected Volatility 173.99 % to 176.04 % Expected term (years) 5 to 7 The following is a summary of stock option activity for the years ended December 30, 2021 and 2022: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Weighted Outstanding at December 31, 2020 410 $ 1,390.00 6.72 Granted 54,750 70.00 9.25 Expired/Cancelled (25,525 ) 70.00 — Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Exercisable at December 31, 2021 15,385 $ 101.74 9.16 Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Forfeited (250 ) 400.00 — Outstanding at December 31, 2022 29,385 $ 83.81 8.22 Exercisable at December 31, 2022 21,406 $ 88.96 8.21 The following is a summary of the Company’s non-vested shares for the years ended December, 2021 and 2022: SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2020 - $ - Granted 54,750 60.00 Vested (15,000 ) 50.00 Forfeited (25,500 ) 70.00 Non-vested at December 31, 2021 14,250 $ 60.00 Vested (6,271 ) 54.64 Non-vested at December 31, 2022 7,979 $ 55.70 Net Loss Per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock and if-converted methods, as applicable. Any potentially dilutive securities are antidilutive due to the Company’s net losses. The Company excluded the following securities from the calculation of basic and diluted net loss per share as the effect would have been antidilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES OF BASIC AND DILUTED NET LOSS PER SHARE 2022 2021 For the Year Ended December 31, 2022 2021 Warrants to purchase common stock (in the money) 147,329 383,694 Series A Preferred Stock convertible to common stock 438,776 501,888 Total 586,105 885,582 Antidilutive Shares 586,105 885,582 Excluded from the above table are 300,638 21,406 22,608 29,635 As a result of the Reverse Stock Split, the Series A Preferred Stock is convertible at a ratio of one thousand shares of Series A Preferred Stock into one share of common stock. 438,776,168 438,776

COMMITMENTS & CONTINGENCIES

COMMITMENTS & CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS & CONTINGENCIES	Note 6 – Commitments & Contingencies COMMITMENTS & CONTINGENCIES CEO Compensation Agreement On December 23, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Michael Yurkowsky, the Company’s Chief Executive Officer, to continue to serve as the Chief Executive Officer of the Company. Under the Employment Agreement, which commenced on December 1, 2021 (the “Effective Date”) and has a term of one year from the Effective Date (the “Employment Period”), Mr. Yurkowsky will receive a base salary of $ 180,000 In addition to his base salary, Mr. Yurkowsky may receive a one-time cash bonus in gross amount equal to $ 100,000 10,000,000 As additional compensation, Mr. Yurkowsky shall receive shares of common stock of the Company representing 1% of the Company’s fully diluted equity as of the grant date if the Company achieves a market capitalization of at least $ 250 500 The Equity Award was measured at fair value on its grant date using a Monte Carlo simulation model. The Monte Carlo simulation model includes assumptions for the expected term, volatility, and dividend yield, each of which are determined in reference to the Company’s historical results. The Company will recognize aggregate stock-based compensation expense of approximately $ 328,000 0.71 290,000 38,000 Consulting Agreements The Company entered into a consulting agreement with Tanya Rhodes of Rhodes & Associates, Inc, effective June 15, 2020, to serve as the Chief Science Officer of the Company. The agreement has a minimum term of six months with an average fee of $ 21,000 5 22,500 22,500 The Company entered into a consulting agreement with Alpha IR Group on March 1, 2022, to provide investor relations to the Company. The agreement is for twelve months with an average service fee of $ 9,750 Litigation From time to time, the Company may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect the Company’s financial condition, results of operations, and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect the Company due to legal costs and expenses, diversion of management attention, and other factors. The Company expenses legal costs in the period incurred. The Company cannot assure that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against the Company in the future, and these matters could relate to prior, current or future transactions or events. The Company is involved in a lawsuit with Sinclair Broadcast Group, Inc. (“Sinclair”) which was filed on September 8, 2020, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. Sinclair has obtained a legal judgment for breach of contract for advertising services in the amount of approximately $ 72,000 The Company is involved in a lawsuit with ITN Networks, LLC (“ITN”) which was filed on July 22, 2021, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. ITN has obtained a legal judgment for breach of contract for advertising services in the amount of approximately $ 45,000

DEBT

DEBT	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
DEBT	Note 7 – Debt DEBT Notes Payable Notes payable were assumed in the Merger (for further discussion, see Note 1 - “Overview” to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K) and are due in aggregate monthly installments of approximately $ 5,800 and carry an interest rate of 5 %. Each note originally had a maturity date of August 1, 2019 . The Company finalized an eighteen-month extension to March 1, 2021. The promissory notes have an aggregate outstanding balance of approximately $ 69,000 at December 31, 2022 and December 31, 2021. The Company has not made payments on these notes since February 10, 2020. On April 19, 2022, the Company entered into a promissory note modification agreement with the Lender extending the maturity date of the notes to April 1, 2024. The modification agreement also reduces the interest rate from 5 % to 3 % and requires a monthly payment of $ 1,000 per month with a balloon payment at the end of the modified term. Convertible notes On April 1, 2021, the Company, entered into a Secured Convertible Note Purchase Agreement (the “April 2021 Note Purchase Agreement”) with five (5) related party investors (the “Holders”). Pursuant to the terms of the April 2021 Note Purchase Agreement, the Company sold promissory notes in the aggregate principal amount of $ 2,575,000 8 20 1,500,000 25,000 On October 14, 2021, H-Cyte, Inc. (the “Company”) entered into the Second Closing Bring Down Agreement (the “October 2021 Note Purchase Agreement”) whereby the five (5) related party investors who had entered into the April 2021 Note Purchase Agreement purchased new notes in the Company in the aggregate principal amount of $ 750,000 8 20 437,000 7,000 On February 22, 2022, the Company entered into a Debt Conversion Agreement (the “Amendment Agreement”) which i) provided for an additional round of convertible debt financing (“Tranche 2 Notes”) of up to $ 500,000 80 15 0.002 10 1) $ 1,000,000 2) Following the closing of a Qualified financing, 25 10 The Milestone Payments are not to exceed $2 million, and the Amendment Agreement also specifies that a Qualified Financing will not occur prior to the closing of the acquisition of Jantibody, LLC. The Company evaluated the Amendment Agreement under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that probability of having to pay a Milestone payment was minimal and the change in the fair value of the conversion feature was not material. Since the Amendment did not cause a material change in cash flows, extinguishment accounting was not applicable. On April 29, 2022, the Company entered into an Amended and Restated Note Conversion Agreement (the “Note Conversion Agreement”) with certain holders of its Tranche 1 Notes (i) providing for a conversion price equal to the lesser of (x) $ 0.002 Upon the effectiveness of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $ 2.00 15 Due to changes in key provisions of the Tranche 1 Notes, the Company analyzed the before and after cash flows between the (i) fair value of the New Notes and (ii) reacquisition price of the Tranche 1 Notes prior to the (A) change in the maturity date from March 31, 2022 to June 17, 2022, (B) change in the conversion price to the lesser of (x) $ 2.00 The Company used a discounted cash flow method with Monte Carlo Simulation to value the Royalty Payments. Future Royalty Payments were estimated based on management’s best estimate of future cash flows under various scenarios which were discounted to present value using a risk-adjusted rate of 70 Based on the before and after cash flows of each note, the change was considered significantly different. Consequently, the New Notes were accounted for as a debt extinguishment of the Tranche 1 Notes and a new debt issuance of the New Notes. The Company recorded a $ 2.2 SCHEDULE OF LOSS UPON EXTINGUISHMENT OF DEBT Carrying value of Tranche 1 Notes $ 3,580,738 Less: Fair value of New Notes (4,079,838 ) Less: Fair value of Royalty Payments (1,697,000 ) Loss on Extinguishment $ (2,196,100 ) The Note Conversion Agreement also provided for the consummation of a Tranche 2 Financing (the “Tranche 2 Notes”) subject to (i) the aggregate principal amount of indebtedness represented by the Tranche 2 Notes being capped at $ 500,000 On June 9, 2022, the Company entered into a securities purchase agreement for a total of $ 272,500 65 10 For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. The Company also issued a promissory note for $ 100,000 This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the VWAP of the five (5) days prior to conversion. The embedded features in the convertible notes were analyzed under ASC 815 to determine if they required bifurcation as derivative instruments. To be a derivative, one of the criteria is that the embedded component must be net-settleable. While the Company’s Common Stock was traded on an exchange at the time of the transaction, the underlying shares are not readily convertible into cash since there is insufficient daily trading volume for the holders to convert the convertible notes into Common Stock without significantly affecting the share price. Accordingly, the embedded derivatives, including the embedded conversion feature, did not meet the definition of a derivative, and therefore, did not require bifurcation from the host instrument. Certain default put provisions, including a default put and default interest, were not considered to be clearly and closely related to the host instrument but the Company concluded that the value of these provisions was de minimus at inception. The Company will reconsider the value of these provisions each reporting period to determine if the value becomes material to the financial statements. The Company chose to early adopt effective January 1, 2021, ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contract in Entity’s Own Equity. Thus, the April 2021 and October 2021 Note Purchase Agreements did not require consideration of a beneficial conversion feature and were accounted for solely as debt on the balance sheets. On August 9, 2022, the Company entered into a securities purchase agreement for a total of $ 65,000 35 10 For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. On February 24, 2023, H-Cyte, Inc., (the “Company”) and certain investors entered into a Securities Purchase Agreement (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of three hundred thousand dollars ($300,000.00) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $ 0.001 0.001 2.00 5 2.00 The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company, dated February 24, 2023. The Company issued Warrants to purchase an aggregate of 30,000 2.00 On February 28, 2023, the Company entered into a securities purchase agreement for a total of $ 128,250 65 The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. On March 27, 2023, H-Cyte, Inc., (the “Company”) and three related party investors entered into a Securities Purchase Agreement (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($ 125,000.00 0.001 35,000.00 2.00 5 2.00 The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company. The Company issued Warrants to purchase an aggregate of 13,500 2.00 Paycheck Protection Program On April 29, 2020, the Company issued a promissory note in the principal amount of $ 809,082 1 The Company did apply for loan forgiveness in an amount equal to the sum of the following costs incurred by the Company: 1) payroll costs; 2) any payment of interest on covered mortgage obligations; 3) any payment on a covered rent obligation; and 4) any covered utility payment The Company received notification from the Small Business Administration (“SBA”), dated August 17, 2021, notifying it that $ 689,974 8,847

ACQUISITIONS

ACQUISITIONS	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	N ote 8 – Acquisitions ACQUISITIONS The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets. If an acquisition is determined to be a business combination as indicated in ASC 805, Business Combinations If an acquisition is determined to be an asset acquisition, the Company accounts for the transaction under ASC 805-50, which requires the cost of the asset acquisition, including transaction costs, to be allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Assets acquired as part of an asset acquisition that are considered to be in-process research and development (IPR&D) are immediately expensed unless there is an alternative future use in other research and development projects. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values (excluding non-qualifying assets). If the cost of the asset acquisition is less than the fair value of the net assets acquired, no gain is recognized in earnings. Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets. On September 7, 2022, the Company acquired all of the membership interests of Jantibody LLC (“Jantibody”), a Nevada limited liability company. Jantibody is focused on the development of novel proprietary immunotherapies targeted towards ovarian cancer, pancreatic cancer, and mesothelioma. Prior to the acquisition, Michael Yurkowsky, CEO, had approximately 17.5 Pursuant to the Jantibody Agreement, the Company issued the equity holders of Jantibody an aggregate of 52,023 The Company has agreed to issue the Jantibody holders an additional 2.0% of the Company’s common stock then outstanding upon the enrollment of the first patient in a Phase I FDA trial and additional 3.0% of the Company’s then outstanding common stock on a fully diluted basis upon the enrollment of the first patient in a Phase [III] FDA trial. The Company determined the contingent consideration was not subject to derivative accounting and will be recognized when the contingency is resolved, and the consideration is paid or becomes payable as outlined in ASC 450, Contingencies The Company determined this transaction represented an asset acquisition as defined by ASC 805, Business Combinations, 1,240,000 1,000,000 The purchase price of approximately $ 247,000 52,023 344,159 21,600 SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED Consideration: Common stock $ 29,557 Common stock (anti-dilution shares, to be issued – included in other current liabilities) 195,532 Direct transaction costs 21,600 Total costs of the asset acquisition $ 246,689 Assets acquired Cash $ 469 Accounts payable assumed – legal and administrative costs (999,728 ) Intangible assets: IPR&D 1,245,948 Net identifiable assets acquired $ 246,689 The IPR&D had not yet reached technological feasibility and had no alternative future use; thus, the purchased IPR&D asset and related costs were expensed immediately subsequent to the acquisition within the consolidated statements of operations. On December 22, 2022, the Company acquired a 100 33.3 Pursuant to the terms of the Scion Agreement, the Company issued the equity holders of Scion an aggregate of 123,153 In addition, the former shareholders of Scion are eligible to receive Performance Payments consisting of the following: SCHEDULE OF PERFORMANCE PAYMENTS Performance Milestone Performance Payment Qualified Funding/Uplifting of H-Cyte $ 45,000 1-Year Anniversary of Uplifting of H-Cyte $ 75,000 2-Year Anniversary of Uplifting of H-Cyte $ 120,000 Initiation of SkinDisc Study $ 50,000 Receipt of De Novo or any other approval/clearance that would allow SkinDisc to go to market $ 100,000 Submission for specific and individual reimbursement codes relating to SkinDisc $ 25,000 Receipt of specific and individual reimbursement codes relating to SkinDisc $ 50,000 Completion of SkinDisc Study $ 50,000 Launch of any additional SkinDisc product line extension (e.g., SkinDisc Lite)* $ 100,000 Annual net sales from SkinDisc (including SkinDisc extensions) (2023 and each subsequent calendar year)* Greater of (i) 4% of net revenues from SkinDisc (including SkinDisc line extensions) during such calendar year and (ii) $50,000 Cumulative net sales from SkinDisc (including SkinDisc extensions) of $ 600,000 $ 200,000 Cumulative net sales from SkinDisc (including SkinDisc extension) of $ 2,000,000 $ 150,000 Cumulative net sales from SkinDisc (including SkinDisc extension) of $ 4,000,000 $ 300,000 Net sales from SkinDisc (including SkinDisc extensions) of $ 6,000,000 $ 300,000 S ubstantially all of the value acquired was concentrated in a single in-process research and development (“IPRD”) asset, as defined by ASC 805, Business Combinations In an asset acquisition, cash-settled contingent consideration is measured when probable and estimable, unless the contingent consideration falls under the guidance of ASC 815. The Company determined the contingent consideration was not subject to ASC 815 and thus, the performance payments which were estimable and probable (i.e., more than 50% likely to occur) were recorded on the acquisition date. The fair value was estimated based on a probability weighting of the present value of cash flows over the expected time period until payment, using a credit-risk adjusted interest rate. Each reporting period, the Company will determine if the performance payments are estimable and probable and will record them as a liability at that time. The purchase price was allocated, as follows: SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED Consideration: $ 54,070 Anti-Dilution share liability 305,998 Contingent Performance payment liability 417,850 Direct transaction costs 14,338 Total costs of the asset acquisition $ 792,256 The common stock value was recorded as equity. The consideration of $ 792,256 the SkinDisc technology was still in the research and development stage and had no alternative future use. The purchased IPR&D asset was expensed immediately subsequent to the acquisition within our consolidated statements of operations.

COMMON STOCK WARRANTS

COMMON STOCK WARRANTS	12 Months Ended
	Dec. 31, 2022
Common Stock Warrants
COMMON STOCK WARRANTS	Note 9 - Common Stock Warrants COMMON STOCK WARRANTS A summary of the Company’s warrant issuance activity and related information for the years ended December 31, 2021 and 2022 is as follows: SUMMARY OF ISSUANCE OF WARRANTS Shares Weighted Weighted Outstanding and exercisable at December 31, 2020 413,424 $ 15.00 10.30 Expired (5,783 ) 330.00 — Exercised (1,339 ) 10.00 — Outstanding and exercisable at December 31, 2021 406,302 $ 35.00 8.17 Issued 148,329 9.06 4.41 Expired (23,085 ) (364.60 ) — Exercised (83,579 ) 14.00 — Outstanding and exercisable at December 31, 2022 447,967 $ 10.90 6.65 The fair value of all warrants issued are determined by using the Black-Scholes valuation technique. The inputs used in the Black-Scholes valuation technique to value each of the warrants as of their respective issue dates are as follows: SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE Event Description Date Number of Warrants H-CYTE Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Granted for inducement agreement 1/19/2022 3,732 $ 63.25 $ 14.00 $ 62.00 5 1.62 187.79 Granted for inducement agreement 1/20/2022 372 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/20/2022 187 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/24/2022 374 $ 48.00 $ 14.00 $ 47.00 5 1.53 188.01 Granted for inducement agreement 1/25/2022 3,744 $ 49.10 $ 14.00 $ 48.00 5 1.56 188.00 Granted for inducement agreement 2/02/2022 3,741 $ 44.55 $ 14.00 $ 44.00 5 1.60 188.25 Granted for inducement agreement 2/04/2022 6,935 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for inducement agreement 2/04/2022 13,870 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for services provided 2/09/2022 1,000 $ 32.00 $ 14.00 $ 31.00 5 1.82 188.69 Granted for inducement agreement 2/22/2022 41,609 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 2/22/2022 693 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 3/21/2022 8,322 $ 28.00 $ 14.00 $ 27.00 5 2.33 194.01 Granted for securities purchase agreement 9/27/2022 56,250 $ 6.00 $ 2.50 $ 5.94 5 4.21 213.54 Granted for securities purchase agreement 11/14/2022 7,500 $ 5.75 $ 2.50 $ 5.69 5 4.00 213.28 The fair value of warrants issued during the year ended December 31, 2022 totaled approximately $ 377,000 3,133,000

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	Note 10 - Income Taxes INCOME TAXES The Company utilizes the liability method of accounting for income taxes as set forth in FASB ASC Topic 740, “Income Taxes”. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the basis difference reverses. The Company accounts for interest and penalties on income taxes as income tax expense. A valuation allowances is recorded when it is more likely than not that a tax benefit will not be realized. In determining the need for valuation allowances the Company considers projected future taxable income and the availability of tax planning strategies. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. As of December 31, 2022, the Company has not recorded any uncertain tax positions and, therefore, has not incurred any interest or penalties. The Company is not currently under examination by any Federal or State authority and is no longer subject to federal or state examination for years prior to 2019. A reconciliation of the statutory federal income tax expense (benefit) to the effective tax is as follows for the years ended December 31: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Statutory rate – federal 21.0 % 21.0 % Effect of: State deferred provision 3.4 5.1 State NOL true-up (.3 ) (2.1 ) Prior year true up .1 (6.8 ) Other true-ups 8.9 - Loan forgiveness - PPP - 3.0 Other permanent differences (8.2 ) - Change in valuation allowances (24.9 ) (20.2 ) Income taxes 0.0 % 0.0 % The Company’s financial statements contain certain deferred tax assets which have arisen primarily as a result of losses incurred that are considered start-up costs for tax purposes, as well as net deferred income tax assets resulting from other temporary differences related to certain reserves and differences between book and tax depreciation and amortization. The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the history of losses incurred by the Company, management believes it is not more likely than not that all of the deferred tax assets can be realized. Accordingly, the Company established and recorded a full valuation allowance on its net deferred tax assets of $ 16.0 13.5 Deferred tax assets and liabilities consist of the following at December 31: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred Tax Assets: Federal and state net operating loss carry forwards $ 11,475,536 $ 10,680,766 Capitalized start-up costs 1,858,781 1,980,984 Capitalized research and development costs 616,031 210,448 Patents 26,777 32,371 Share-based compensation 423,133 543,252 Depreciation/Amortization 720,701 -- Accruals 833,004 -- Other 94,305 35,083 Total gross deferred tax assets 16,048,268 13,482,904 Deferred Tax Liabilities Right-of-use asset - - Total gross deferred tax liabilities - - Valuation Allowance 16,048,268 13,482,904 Net deferred tax assets $ - $ - Utilization of the net operating loss carryforwards is subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss carryforwards before utilization. As of December 31, 2022, the Company had $ 46.4 39.2 7.2 31.3 30.6 .7

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	N ote 11 – Subsequent Events SUBSEQUENT EVENTS On February 24, 2023, H-Cyte, Inc., (the “Company”) and certain investors entered into a Securities Purchase Agreement (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of three hundred thousand dollars ($ 300,000.00 0.001 0.001 20 2.00 5 2.00 The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent ( 8 20 Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20 30,000 2.00 On February 28, 2023, the Company entered into a securities purchase agreement for a total of $ 128,250 65 The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. On March 27, 2023, H-Cyte, Inc., (the “Company”) and three related party investors entered into a Securities Purchase Agreement (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($ 125,000.00 0.001 35,000.00 2.00 5 2.00 The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company. The Company issued Warrants to purchase an aggregate of 13,500 2.00

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
PRINCIPLES OF CONSOLIDATION	Principles of Consolidation PRINCIPLES OF CONSOLIDATION U.S. GAAP requires that a related entity be consolidated with a company when certain conditions exist. An entity is considered to be a VIE when it has equity investors who lack the characteristics of having a controlling financial interest, or its capital is insufficient to permit it to finance its activities without additional subordinated financial support. Consolidation of a VIE by the Parent would be required if it is determined that the Parent will absorb a majority of the VIE’s expected losses or residual returns if they occur, retain the power to direct or control the VIE’s activities, or both. The accompanying consolidated financial statements include the accounts of the Parent, its wholly owned subsidiaries, and its VIEs. All intercompany accounts and transactions have been eliminated in consolidation.
RECLASSIFICATION OF PRIOR YEAR PRESENTATION	Reclassification of Prior Year Presentation RECLASSIFICATION OF PRIOR YEAR PRESENTATION Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
USE OF ESTIMATES	Use of Estimates USE OF ESTIMATES In preparing the financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. Significant estimates were made around the valuation of embedded derivatives, which impacts gains or losses on such derivatives, the carrying value of debt, interest expense, and deemed dividends. Actual results could differ from those estimates.
CASH	Cash CASH The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash balances at December 31, 2022 and 2021 consists of funds deposited in checking accounts with commercial banks.
ACCOUNTS RECEIVABLE	Accounts Receivable ACCOUNTS RECEIVABLE Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. Trade accounts receivable are stated net of an estimate made for doubtful accounts, if any. Management evaluates the adequacy of the allowance for doubtful accounts regularly to determine if any account balances will potentially be uncollectible. Customer account balances are considered past due or delinquent based on the contractual agreement with each customer. Accounts are written off when, in management’s judgment, they are considered uncollectible. At December 31, 2022 and 2021, management believes no 68,000 14,000 In February 2021, the Company implemented a patient financing program whereby it utilized third-party financing companies to facilitate financing to its patients to pay for treatments. The financing structure allows patients to make monthly payments to the financing companies with an interest rate ranging from 7.0 13.9 12 36
LEASES	Leases LEASES The Company accounts for leases in accordance with the Financial Accounting Standard Board (“FASB”) Topic 842, Leases,
REVENUE RECOGNITION	Revenue Recognition REVENUE RECOGNITION The Company recognizes revenue in accordance with U.S. GAAP as outlined in the FASB ASC 606, Revenue From Contracts with Customers The Company uses a standard pricing model for the types of cellular therapy treatments that is offered to its patients. The transaction price accounts for medical, surgical, facility, and office services rendered by the Company for consented procedures and is recorded as revenue. The Company recognizes revenue when the terms of a contract with a patient are satisfied. The Company offers two types of cellular therapy treatments to their patients: 1) The first type of treatment includes medical services rendered typically over a two-day period in which the patient receives cellular therapy. For this treatment type, revenue is recognized in full at time of service. 2) The Company also offers a four-day treatment in which medical services are rendered typically over a two-day period and then again, approximately three months later, medical services are rendered for an additional two days of treatment. Payment is collected in full for both service periods at the time the first treatment is rendered. Revenue is recognized when services are performed based on the estimated standalone selling price of each service. The Company’s policy is to not offer refunds to patients. However, in limited instances the Company may make exceptions to this policy for extenuating circumstances. These instances are evaluated on a case-by-case basis and may result in a patient refund. Management performed an analysis of its customer refund history for refunds issued related to prior year’s revenue. Management used the results of this historical refund analysis to record a reserve for anticipated future refunds related to recognized revenue of approximately $25,000 for the year ended December 31, 2022. The Company has now closed all of its clinical operations in the autologous infusion therapy business which delivered treatments for patients with chronic respiratory and pulmonary disorders.
RESEARCH AND DEVELOPMENT COSTS	Research and development costs RESEARCH AND DEVELOPMENT COSTS Research and development expenses are recorded in operating expenses in the period in which they are incurred.
ADVERTISING	Advertising ADVERTISING Advertising costs are recorded in operating expenses in the period in which they are incurred.
SHARE-BASED COMPENSATION	Share-Based Compensation SHARE-BASED COMPENSATION The Company maintains a stock option incentive plan and accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation Income Taxes The Company utilizes the liability method of accounting for income taxes as set forth in FASB ASC Topic 740, “Income Taxes”. Under the liability method, deferred taxes are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the difference turns around. The Company accounts for interest and penalties on income taxes as income tax expense. A valuation allowance is recorded when it is more likely than not that a tax benefit will not be realized. In determining the need for valuation allowances the Company considers projected future taxable income and the availability of tax planning strategies. From inception to December 31, 2022, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses is fully offset by a valuation allowance as of December 31, 2022 and 2021 since it is currently likely that the benefit will not be realized in future periods. There are no uncertain tax positions at December 31, 2022 and 2021. The Company has not undergone any tax examinations since inception.
Income Tax, Policy [Policy Text Block]
NET LOSS PER SHARE	Net Loss Per Share NET LOSS PER SHARE Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus potentially dilutive common shares outstanding using the treasury stock and if-converted methods, as applicable. Any potentially dilutive securities are antidilutive due to the Company’s net losses.
FAIR VALUE MEASUREMENTS	Fair Value Measurements FAIR VALUE MEASUREMENTS The Company measures certain non-financial assets, liabilities, and equity issuances at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company classifies its stock warrants as either liability or equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” (ASC 480) and ASC 815, “Derivatives and Hedging” (ASC 815), depending on the specific terms of the warrant agreement. The Company uses the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded, adjusted above, or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: ● Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and ● Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist in determining fair value, as appropriate. The Company evaluates its financial liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. Although the Company believes that the recorded fair value of our financial instruments is appropriate at December 31, 2022, these fair values may not be indicative of net realizable value or reflective of future fair values.

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
SCHEDULE OF LOSS UPON EXTINGUISHMENT	SCHEDULE OF LOSS UPON EXTINGUISHMENT Carrying value of Tranche 1 Notes $ 3,580,738 Less: Fair value of New Notes (4,079,838 ) Less: Fair value of Royalty Payments (1,697,000 ) Loss on Extinguishment $ (2,196,100 )

EQUITY TRANSACTIONS (Tables)

EQUITY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING	The following table summarizes the Company’s common and preferred stock outstanding by class. The number of common stock shares has been adjusted to reflect a one-for-one thousand reverse stock split that became effective on June 13, 2022. SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING December 31, 2022 December 31, 2021 Common Stock 618,506 166,394 Series A Preferred Stock 438,776,170 501,887,532
SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS	Inputs used in the valuation models are as follows: SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS 2021 Grants Option value $ 54.00 to $ 56.00 Risk Free Rate 0.90 % to 1.37 % Expected Dividend- yield - to - Expected Volatility 173.99 % to 176.04 % Expected term (years) 5 to 7
SUMMARY OF STOCK OPTION ACTIVITY	The following is a summary of stock option activity for the years ended December 30, 2021 and 2022: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Weighted Outstanding at December 31, 2020 410 $ 1,390.00 6.72 Granted 54,750 70.00 9.25 Expired/Cancelled (25,525 ) 70.00 — Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Exercisable at December 31, 2021 15,385 $ 101.74 9.16 Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Forfeited (250 ) 400.00 — Outstanding at December 31, 2022 29,385 $ 83.81 8.22 Exercisable at December 31, 2022 21,406 $ 88.96 8.21
SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED	The following is a summary of the Company’s non-vested shares for the years ended December, 2021 and 2022: SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2020 - $ - Granted 54,750 60.00 Vested (15,000 ) 50.00 Forfeited (25,500 ) 70.00 Non-vested at December 31, 2021 14,250 $ 60.00 Vested (6,271 ) 54.64 Non-vested at December 31, 2022 7,979 $ 55.70
SCHEDULE OF ANTI-DILUTIVE SECURITIES OF BASIC AND DILUTED NET LOSS PER SHARE	The Company excluded the following securities from the calculation of basic and diluted net loss per share as the effect would have been antidilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES OF BASIC AND DILUTED NET LOSS PER SHARE 2022 2021 For the Year Ended December 31, 2022 2021 Warrants to purchase common stock (in the money) 147,329 383,694 Series A Preferred Stock convertible to common stock 438,776 501,888 Total 586,105 885,582 Antidilutive Shares 586,105 885,582

DEBT (Tables)

DEBT (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
SCHEDULE OF LOSS UPON EXTINGUISHMENT OF DEBT	SCHEDULE OF LOSS UPON EXTINGUISHMENT OF DEBT Carrying value of Tranche 1 Notes $ 3,580,738 Less: Fair value of New Notes (4,079,838 ) Less: Fair value of Royalty Payments (1,697,000 ) Loss on Extinguishment $ (2,196,100 )

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	12 Months Ended
	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
SCHEDULE OF PERFORMANCE PAYMENTS	SCHEDULE OF PERFORMANCE PAYMENTS Performance Milestone Performance Payment Qualified Funding/Uplifting of H-Cyte $ 45,000 1-Year Anniversary of Uplifting of H-Cyte $ 75,000 2-Year Anniversary of Uplifting of H-Cyte $ 120,000 Initiation of SkinDisc Study $ 50,000 Receipt of De Novo or any other approval/clearance that would allow SkinDisc to go to market $ 100,000 Submission for specific and individual reimbursement codes relating to SkinDisc $ 25,000 Receipt of specific and individual reimbursement codes relating to SkinDisc $ 50,000 Completion of SkinDisc Study $ 50,000 Launch of any additional SkinDisc product line extension (e.g., SkinDisc Lite)* $ 100,000 Annual net sales from SkinDisc (including SkinDisc extensions) (2023 and each subsequent calendar year)* Greater of (i) 4% of net revenues from SkinDisc (including SkinDisc line extensions) during such calendar year and (ii) $50,000 Cumulative net sales from SkinDisc (including SkinDisc extensions) of $ 600,000 $ 200,000 Cumulative net sales from SkinDisc (including SkinDisc extension) of $ 2,000,000 $ 150,000 Cumulative net sales from SkinDisc (including SkinDisc extension) of $ 4,000,000 $ 300,000 Net sales from SkinDisc (including SkinDisc extensions) of $ 6,000,000 $ 300,000
Jantibody LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED	SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED Consideration: Common stock $ 29,557 Common stock (anti-dilution shares, to be issued – included in other current liabilities) 195,532 Direct transaction costs 21,600 Total costs of the asset acquisition $ 246,689 Assets acquired Cash $ 469 Accounts payable assumed – legal and administrative costs (999,728 ) Intangible assets: IPR&D 1,245,948 Net identifiable assets acquired $ 246,689
Scion Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED	SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED Consideration: $ 54,070 Anti-Dilution share liability 305,998 Contingent Performance payment liability 417,850 Direct transaction costs 14,338 Total costs of the asset acquisition $ 792,256

COMMON STOCK WARRANTS (Tables)

COMMON STOCK WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2022
Common Stock Warrants
SUMMARY OF ISSUANCE OF WARRANTS	A summary of the Company’s warrant issuance activity and related information for the years ended December 31, 2021 and 2022 is as follows: SUMMARY OF ISSUANCE OF WARRANTS Shares Weighted Weighted Outstanding and exercisable at December 31, 2020 413,424 $ 15.00 10.30 Expired (5,783 ) 330.00 — Exercised (1,339 ) 10.00 — Outstanding and exercisable at December 31, 2021 406,302 $ 35.00 8.17 Issued 148,329 9.06 4.41 Expired (23,085 ) (364.60 ) — Exercised (83,579 ) 14.00 — Outstanding and exercisable at December 31, 2022 447,967 $ 10.90 6.65
SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE	The fair value of all warrants issued are determined by using the Black-Scholes valuation technique. The inputs used in the Black-Scholes valuation technique to value each of the warrants as of their respective issue dates are as follows: SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE Event Description Date Number of Warrants H-CYTE Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Granted for inducement agreement 1/19/2022 3,732 $ 63.25 $ 14.00 $ 62.00 5 1.62 187.79 Granted for inducement agreement 1/20/2022 372 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/20/2022 187 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/24/2022 374 $ 48.00 $ 14.00 $ 47.00 5 1.53 188.01 Granted for inducement agreement 1/25/2022 3,744 $ 49.10 $ 14.00 $ 48.00 5 1.56 188.00 Granted for inducement agreement 2/02/2022 3,741 $ 44.55 $ 14.00 $ 44.00 5 1.60 188.25 Granted for inducement agreement 2/04/2022 6,935 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for inducement agreement 2/04/2022 13,870 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for services provided 2/09/2022 1,000 $ 32.00 $ 14.00 $ 31.00 5 1.82 188.69 Granted for inducement agreement 2/22/2022 41,609 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 2/22/2022 693 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 3/21/2022 8,322 $ 28.00 $ 14.00 $ 27.00 5 2.33 194.01 Granted for securities purchase agreement 9/27/2022 56,250 $ 6.00 $ 2.50 $ 5.94 5 4.21 213.54 Granted for securities purchase agreement 11/14/2022 7,500 $ 5.75 $ 2.50 $ 5.69 5 4.00 213.28

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)	A reconciliation of the statutory federal income tax expense (benefit) to the effective tax is as follows for the years ended December 31: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Statutory rate – federal 21.0 % 21.0 % Effect of: State deferred provision 3.4 5.1 State NOL true-up (.3 ) (2.1 ) Prior year true up .1 (6.8 ) Other true-ups 8.9 - Loan forgiveness - PPP - 3.0 Other permanent differences (8.2 ) - Change in valuation allowances (24.9 ) (20.2 ) Income taxes 0.0 % 0.0 %
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	Deferred tax assets and liabilities consist of the following at December 31: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred Tax Assets: Federal and state net operating loss carry forwards $ 11,475,536 $ 10,680,766 Capitalized start-up costs 1,858,781 1,980,984 Capitalized research and development costs 616,031 210,448 Patents 26,777 32,371 Share-based compensation 423,133 543,252 Depreciation/Amortization 720,701 -- Accruals 833,004 -- Other 94,305 35,083 Total gross deferred tax assets 16,048,268 13,482,904 Deferred Tax Liabilities Right-of-use asset - - Total gross deferred tax liabilities - - Valuation Allowance 16,048,268 13,482,904 Net deferred tax assets $ - $ -

DESCRIPTION OF THE COMPANY (Det

DESCRIPTION OF THE COMPANY (Details Narrative) - shares		12 Months Ended
	Jun. 10, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares authorized	500,000,000		500,000,000
Common stock, shares, outstanding		618,506	166,394
Conversion of stock, shares converted	438,776	438,776
Series A Preferred Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Preferred stock, shares outstanding		438,776,170	501,887,532
Reverse Stock Split [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares, outstanding		618,506
Conversion of stock, shares converted		438,776
Reverse Stock Split [Member] | Series A Preferred Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Preferred stock, shares outstanding		438,776,168

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Allowance for doubtful accounts		$ 0	$ 0
Bad debt expenses		$ 67,595	$ 14,399
Minimum [Member]
Property, Plant and Equipment [Line Items]
Interest rate	7%
Debt instrument, term	12 months
Maximum [Member]
Property, Plant and Equipment [Line Items]
Interest rate	13.90%
Debt instrument, term	36 months

LIQUIDITY, GOING CONCERN AND _2

LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative)							12 Months Ended
	Apr. 12, 2023 USD ($) $ / shares shares	Apr. 12, 2023 USD ($) $ / shares shares	Mar. 27, 2023 USD ($) $ / shares shares	Feb. 28, 2023 USD ($)	Feb. 24, 2023 USD ($) $ / shares shares	Feb. 24, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares	Apr. 30, 2023 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net loss | $							$ 10,299,580	$ 4,799,307
Cash | $							4,000		$ 4,000
Proceeds from issuance of common stock | $							$ 254,999
Common stock, par value | $ / shares								$ 0.001
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount | $	$ 350	$ 350
Warrant term					5 years	5 years
Warrant exercise price | $ / shares					$ 2	$ 2
Debt instrument description	The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.		The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.
Common stock, par value | $ / shares					$ 0.001	$ 0.001
Subsequent Event [Member] | Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount | $			$ 1,250		$ 300,000	$ 300,000
Debt Instrument, Convertible, Conversion Price | $ / shares					$ 0.001	$ 0.001
Common stock, par value | shares	2	2			2
Warrant term	5 years	5 years			5 years	5 years
Warrant exercise price | $ / shares	$ 2	$ 2	$ 2		$ 2	$ 2
Debt instrument description			The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.			The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.
Exercise on aggregate of warrants | shares	13,500	13,500	13,500		30,000	30,000
Proceeds from issuance of common stock | $				$ 128,250
Common stock discount percentage				0.65
Debt instrument, convertible description				The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid.
Common stock, par value | $ / shares			$ 0.001		$ 0.001	$ 0.001

SCHEDULE OF LOSS UPON EXTINGUIS

SCHEDULE OF LOSS UPON EXTINGUISHMENT (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Loss on Extinguishment	$ (2,196,100)
Note Conversion Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Carrying value of Tranche 1 Notes	3,580,738
Less: Fair value of New Notes	(4,079,838)
Less: Fair value of Royalty Payments	(1,697,000)
Loss on Extinguishment	$ (2,196,100)

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)

6 Months Ended

9 Months Ended

12 Months Ended

Aug. 09, 2022

Aug. 08, 2022

Jun. 13, 2022

Jun. 09, 2022

Jun. 09, 2022

Apr. 29, 2022

Feb. 22, 2022

Jan. 17, 2022

Jan. 02, 2022

Oct. 14, 2021

Apr. 02, 2021

Mar. 02, 2021

Jan. 12, 2021

Jan. 02, 2021

Oct. 02, 2020

Jul. 02, 2022

Sep. 30, 2022

Dec. 31, 2022

Jul. 02, 2022

Dec. 31, 2021

Jun. 17, 2022

Related Party Transaction [Line Items]

Professional fees

$ 22,500

Proceeds from convertible debt

$ 437,500

$ 1,355,826

Reverse stock split

one-for-one thousand

1-for-1000

Loss extinguishment of debt

$ 2,200,000

$ 2,200,000

Amortization of Debt Discount (Premium)

(499,100)

Contractual obligation

35,000

Michael Yurkowsky [Member]

Related Party Transaction [Line Items]

Contractual obligation

40,000

Secured Convertible Note Purchase Agreement [Member]

Related Party Transaction [Line Items]

Debt face amount

$ 2,575,000

Debt stated percentage

8%

Secured Convertible Note Purchase Agreement [Member] | Common Stock [Member]

Related Party Transaction [Line Items]

Debt effective rate

20%

Second Closing Bring Down Agreement [Member]

Related Party Transaction [Line Items]

Debt face amount

$ 750,000

Debt stated percentage

8%

8%

Debt effective rate

20%

Debt Conversion Agreement [Member]

Related Party Transaction [Line Items]

Proceeds from convertible debt

$ 10,000,000

Convertible debt

$ 500,000

Conversion price percentage

25%

Conversion price per share

$ 0.002

Milestone payments

$ 1,000,000

Debt Conversion Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member]

Related Party Transaction [Line Items]

Proceeds from convertible debt

$ 15,000,000

Conversion price percentage

80%

Note Conversion Agreement [Member]

Related Party Transaction [Line Items]

Conversion price per share

$ 2

Risk adjusted percentage

70%

Debt Instrument, Decrease, Forgiveness

$ 500,000

Amortization of Debt Discount (Premium)

499,000

Note Conversion Agreement [Member] | New Notes [Member]

Related Party Transaction [Line Items]

Conversion price per share

$ 2

Reverse stock split

Upon the effectiveness of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $2.00 per share.

Royalty percentage

15%

Note Conversion Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member]

Related Party Transaction [Line Items]

Conversion price per share

$ 0.002

Raymond Monteleone [Member]

Related Party Transaction [Line Items]

Professional fees

$ 7,500

$ 5,000

Additional fees

$ 2,500

2,500

Debt instrument periodic payment

$ 3,750

Officers compensation

75,000

70,000

Accrued salaries

35,000

Michael Yurkowsky [Member] | Oral Agreement [Member]

Related Party Transaction [Line Items]

Professional fees

$ 4,167

Officers compensation

0

46,000

William Horne [Member] | Oral Agreement [Member]

Related Party Transaction [Line Items]

Professional fees

$ 4,167

5,000

$ 2,500

Officers compensation

50,000

$ 37,500

Accrued salaries

17,500

Deferred salary and compensation

$ 108,000

Richard Rosenblum [Member] | Oral Agreement [Member]

Related Party Transaction [Line Items]

Professional fees

$ 5,000

Debt instrument periodic payment

2,500

Officers compensation

42,500

Accrued salaries

17,500

Matthew Anderer [Member] | Oral Agreement [Member]

Related Party Transaction [Line Items]

Professional fees

$ 5,000

Debt instrument periodic payment

$ 2,500

Officers compensation

42,500

Accrued salaries

$ 17,500

Investor [Member] | Secured Convertible Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member]

Related Party Transaction [Line Items]

Proceeds from convertible debt

$ 1,500,000

Investor [Member] | Secured Convertible Note Purchase Agreement [Member] | FWHC, LLC [Member]

Related Party Transaction [Line Items]

Proceeds from convertible debt

$ 25,000

Investor [Member] | Second Closing Bring Down Agreement [Member] | FWHC Bridge, LLC [Member]

Related Party Transaction [Line Items]

Proceeds from convertible debt

$ 437,000

Investor [Member] | October 2021 Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member]

Related Party Transaction [Line Items]

Proceeds from convertible debt

$ 7,000

Two Accredited Investors [Member] | Securities Purchase Agreement [Member]

Related Party Transaction [Line Items]

Debt face amount

$ 272,500

$ 272,500

Debt stated percentage

10%

10%

Debt effective rate

65%

65%

Debt instrument description

For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid.

For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid.

Accredited Investors [Member] | Securities Purchase Agreement [Member]

Related Party Transaction [Line Items]

Debt face amount

$ 100,000

$ 100,000

Debt instrument description

This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the VWAP of the five (5) days prior to conversion.

Accredited Investor [Member] | Securities Purchase Agreement [Member]

Related Party Transaction [Line Items]

Debt face amount

$ 65,000

$ 65,000

Debt stated percentage

10%

10%

Debt effective rate

35%

65%

Debt instrument description

For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid.

For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid.

SCHEDULE OF COMMON AND PREFERRE

SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock, shares outstanding	618,506	166,394
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	438,776,170	501,887,532
One for Thousand Reverse Stock Split [Member]
Class of Stock [Line Items]
Common stock, shares outstanding	618,506	166,394
One for Thousand Reverse Stock Split [Member] | Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	438,776,170	501,887,532

SCHEDULE OF ASSUMPTIONS USED TO

SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS (Details) - 2021 Grants [Member]	12 Months Ended
	Dec. 31, 2021 $ / shares
Minimum [Member]
Option value	$ 54
Risk Free Rate	0.90%
Expected Dividend- yield
Expected Volatility	173.99%
Expected term (years)	5 years
Maximum [Member]
Option value	$ 56
Risk Free Rate	1.37%
Expected Dividend- yield
Expected Volatility	176.04%
Expected term (years)	7 years

SUMMARY OF STOCK OPTION ACTIVIT

SUMMARY OF STOCK OPTION ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Shares, Outstanding Balance	29,635	410
Weighted Average Exercise Price, Outstanding Balance	$ 86.48	$ 1,390
Weighted Average Remaining Term (Years), Outstanding	9 years 2 months 12 days	6 years 8 months 19 days
Shares, Granted		54,750
Weighted Average Exercise Price, Granted		$ 70
Weighted Average Remaining Term (Years), Granted		9 years 3 months
Shares, Expired/Cancelled		(25,525)
Weighted Average Exercise Price, Expired/Cancelled		$ 70
Shares, Outstanding Balance	29,385	29,635
Weighted Average Exercise Price, Outstanding Balance	$ 83.81	$ 86.48
Weighted Average Remaining Term (Years), Outstanding	8 years 2 months 19 days	9 years 2 months 12 days
Shares Exercisable, Balance	21,406	15,385
Weighted Average Exercise Price, Exercisable	$ 88.96	$ 101.74
Weighted Average Remaining Term (Years), Exercisable	8 years 2 months 15 days	9 years 1 month 28 days
Shares, Forfeited	(250)
Weighted Average Exercise Price, Granted	$ 400

SUMMARY OF STOCK OPTION ACTIV_2

SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Shares Non-vested, Balance	14,250
Weighted Average Grant Date Fair Value Non-vested, Balance	$ 60
Shares Non-vested, Granted		54,750
Weighted Average Grant Date Fair Value Non-vested, Granted		$ 60
Shares Non-vested, Vested	(6,271)	(15,000)
Weighted Average Grant Date Fair Value Non-vested, Vested	$ 54.64	$ 50
Shares Non-vested, Forfeited		(25,500)
Weighted Average Grant Date Fair Value Non-vested, Forfeited		$ 70
Shares Non-vested, Balance	7,979	14,250
Weighted Average Grant Date Fair Value Non-vested, Balance	$ 55.70	$ 60

SCHEDULE OF ANTI-DILUTIVE SECUR

SCHEDULE OF ANTI-DILUTIVE SECURITIES OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares	586,105	885,582
Warrants to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares	147,329	383,694
Series A Preferred Stock Convertible to Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares	438,776	501,888

EQUITY TRANSACTIONS (Details Na

EQUITY TRANSACTIONS (Details Narrative) - USD ($)						9 Months Ended	12 Months Ended
		Nov. 14, 2022	Sep. 29, 2022	Jun. 10, 2022	Apr. 02, 2021	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2022	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation warrants							83,579	1,339
Common stock issuance								818,453
Common stock, shares authorized				500,000,000				500,000,000
Common stock, shares outstanding							618,506	166,394
Conversion of stock shares				438,776			438,776
Proceeds from issuance of common stock							$ 254,999
Conversion of stock, description							As a result of the Reverse Stock Split, the Series A Preferred Stock is convertible at a ratio of one thousand shares of Series A Preferred Stock into one share of common stock.
Share based compensation, stock option granted								54,750
Share based compensation, stock option vested							6,271	15,000
Share based compensation, stock option exercise price								$ 70
Share-based compensation recognized							$ 585,712	$ 1,184,903
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number							29,385	29,635		410
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number							21,406	15,385
Employee Benefits and Share-Based Compensation							$ 296,000	$ 1,147,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value							$ 156,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term							1 year 11 months 12 days
Antidilutive securities excluded from computation							586,105	885,582
Reverse Stock Split [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares outstanding							618,506
Conversion of stock shares							438,776
Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Antidilutive securities excluded from computation							300,638	22,608
Stock Options [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Antidilutive securities excluded from computation							21,406	29,635
Purchase Agreement Member
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price of warrant		$ 2.50	$ 2.50
Proceeds from issuance of common stock		$ 30,000	$ 225,000
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares outstanding							438,776,170	501,887,532
Conversion of stock shares issued							63,111,364	36,221,875
Conversion of stock shares issued							63,114	36,222
Preferred stock, voting rights							Holders of Series A Preferred Stock (“Series A Holders”) have the right to receive notice of any meeting of holders of common stock and to vote upon any matter submitted to a vote of the holders of common stock. Each Series A Holder shall vote on each matter on an as converted basis submitted to them with the holders of common stock.
Conversion of stock, description							converts to common stock at a 1:1000 ratio immediately upon request of the Series A Holder.
Series A Preferred Stock [Member] | Reverse Stock Split [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares outstanding							438,776,168
Warrant Holders [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price of warrant							$ 14		$ 14
Warrant term									5 years
Common stock and warrants purchase							83,579
Proceeds from warrant exercises							$ 1,170,000
Directors and Officers [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation, stock option granted					54,750
Share based compensation, stock option vested					4,750
Share based compensation, stock option exercise price					$ 70
Chief Executive Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based compensation recognized						$ 205,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation warrants								1,339,286
Warrant [Member] | Purchase Agreement Member
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock and warrants purchase		7,250	56,250
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issuance	[1]							818
Common stock, shares outstanding							618,506
Common Stock [Member] | Purchase Agreement Member
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of new shares		15,000	112,500
[1]The number of outstanding shares of common stock have been adjusted for all periods presented to reflect a one-for-one thousand

COMMITMENTS & CONTINGENCIES (De

COMMITMENTS & CONTINGENCIES (Details Narrative) - USD ($)					12 Months Ended
	Mar. 02, 2022	Dec. 23, 2021	Jan. 02, 2021	Jun. 15, 2020	Dec. 31, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Employment bonus					$ 1,053,542	$ 2,213,862
Share-based compensation arrangement by share-based payment award, description		As additional compensation, Mr. Yurkowsky shall receive shares of common stock of the Company representing 1% of the Company’s fully diluted equity as of the grant date if the Company achieves a market capitalization of at least $250 million for 60 consecutive days during the Employment Period (the “Equity Award”). If the Company achieves a market capitalization of at least $500 million for 60 consecutive days during the Employment Period, the executive shall receive an additional Equity Award of 1%, such that he has in the aggregate received shares of common stock of the Company representing 2% of the Company’s fully diluted equity as of the date of grant.
Employee benefits and share-based compensation					296,000	1,147,000
Equity award based compensation expense					290,000	$ 38,000
Professional fees			$ 22,500
Sinclair Broadcast Group Inc [Member]
Loss Contingencies [Line Items]
Advertising expense					72,000
ITN Network, LLC [Member]
Loss Contingencies [Line Items]
Advertising expense					$ 45,000
Ms Rhodes [Member]
Loss Contingencies [Line Items]
Professional fees			$ 22,500
Employment Agreement [Member] | Chief Executive Officer [Member] | Yurkowsky [Member]
Loss Contingencies [Line Items]
Base salary		$ 180,000
Employment bonus		100,000
Secures and financing receivable		10,000,000
Equity Award [Member]
Loss Contingencies [Line Items]
Share based compensation expense		$ 328,000
Straight line basis derived service period		8 months 15 days
Equity Award [Member] | Chief Executive Officer [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Employee benefits and share-based compensation		$ 250,000,000
Equity Award [Member] | Chief Executive Officer [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Employee benefits and share-based compensation		$ 500,000,000
Consulting Agreement [Member] | Tanya Rhodes of Rhodes & Associates, Inc [Member]
Loss Contingencies [Line Items]
Professional average fee				$ 21,000
Increase in professional average fee percentage				5%
Consulting Agreement [Member] | Aplha IR Group [Member]
Loss Contingencies [Line Items]
Professional average fee	$ 9,750

SCHEDULE OF LOSS UPON EXTINGU_2

SCHEDULE OF LOSS UPON EXTINGUISHMENT OF DEBT (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Loss on Extinguishment	$ (2,196,100)
Note Conversion Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Carrying value of Tranche 1 Notes	3,580,738
Less: Fair value of New Notes	(4,079,838)
Less: Fair value of Royalty Payments	(1,697,000)
Loss on Extinguishment	$ (2,196,100)

DEBT (Details Narrative)

DEBT (Details Narrative)

9 Months Ended

12 Months Ended

Apr. 12, 2023 USD ($) $ / shares shares

Apr. 12, 2023 USD ($) $ / shares shares

Mar. 27, 2023 USD ($) $ / shares shares

Feb. 28, 2023 USD ($)

Feb. 24, 2023 USD ($) $ / shares shares

Feb. 24, 2023 USD ($) $ / shares shares

Aug. 09, 2022 USD ($)

Aug. 08, 2022 USD ($)

Jun. 13, 2022

Jun. 09, 2022 USD ($)

Jun. 09, 2022 USD ($)

Apr. 29, 2022 USD ($) $ / shares

Feb. 22, 2022 USD ($) $ / shares

Oct. 14, 2021 USD ($)

Aug. 17, 2021 USD ($)

Apr. 02, 2021 USD ($)

Sep. 30, 2022 USD ($)

Dec. 31, 2022 USD ($)

Dec. 31, 2021 USD ($) $ / shares

Jun. 17, 2022

Feb. 28, 2021

Apr. 29, 2020 USD ($)

Short-Term Debt [Line Items]

Proceeds from convertible debt

$ 437,500

$ 1,355,826

Reverse stock split

one-for-one thousand

1-for-1000

Loss extinguishment of debt

$ 2,200,000

$ 2,200,000

Common stock, par value | $ / shares

$ 0.001

Proceeds from issuance of common stock

254,999

Subsequent Event [Member]

Short-Term Debt [Line Items]

Debt instrument description

The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Debt instrument, face amount

$ 350

$ 350

Common stock, par value | $ / shares

$ 0.001

$ 0.001

Warrant term

5 years

5 years

Warrant exercise price | $ / shares

$ 2

$ 2

Secured Convertible Note Purchase Agreement [Member]

Short-Term Debt [Line Items]

Debt instrument interest rate

8%

Debt instrument, face amount

$ 2,575,000

Secured Convertible Note Purchase Agreement [Member] | Common Stock [Member]

Short-Term Debt [Line Items]

Debt instrument, discount rate

20%

Second Closing Bring Down Agreement [Member]

Short-Term Debt [Line Items]

Debt instrument interest rate

8%

8%

Debt instrument, face amount

$ 750,000

Debt instrument, discount rate

20%

Debt Conversion Agreement [Member]

Short-Term Debt [Line Items]

Proceeds from convertible debt

$ 10,000,000

Convertible debt

$ 500,000

Conversion price percentage

25%

Name conversion price per share | $ / shares

$ 0.002

Milestone payments

$ 1,000,000

Debt Conversion Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member]

Short-Term Debt [Line Items]

Proceeds from convertible debt

$ 15,000,000

Conversion price percentage

80%

Note Conversion Agreement [Member]

Short-Term Debt [Line Items]

Name conversion price per share | $ / shares

$ 2

Risk adjusted percentage

70%

Debt indebtedness amount

$ 500,000

Note Conversion Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member]

Short-Term Debt [Line Items]

Name conversion price per share | $ / shares

$ 0.002

Securities Purchase Agreement [Member] | Subsequent Event [Member]

Short-Term Debt [Line Items]

Debt instrument description

The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.

Debt instrument, face amount

$ 1,250

$ 300,000

$ 300,000

Name conversion price per share | $ / shares

$ 0.001

$ 0.001

Common stock, par value | $ / shares

$ 0.001

$ 0.001

$ 0.001

Common stock, par value | shares

2

2

2

Warrant term

5 years

5 years

5 years

5 years

Warrant exercise price | $ / shares

$ 2

$ 2

$ 2

$ 2

$ 2

Exercise on aggregate of warrants | shares

13,500

13,500

13,500

30,000

30,000

Proceeds from issuance of common stock

$ 128,250

Common stock discount percentage

0.65

Debt instrument, convertible description

The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid.

Paycheck Protection Program [Member]

Short-Term Debt [Line Items]

Debt instrument interest rate

1%

Debt instrument, face amount

$ 689,974

$ 809,082

Interest expense, debt

$ 8,847

Maximum [Member]

Short-Term Debt [Line Items]

Debt instrument interest rate

13.90%

Minimum [Member]

Short-Term Debt [Line Items]

Debt instrument interest rate

7%

Investor [Member] | Secured Convertible Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member]

Short-Term Debt [Line Items]

Proceeds from convertible debt

$ 1,500,000

Investor [Member] | Secured Convertible Note Purchase Agreement [Member] | FWHC, LLC [Member]

Short-Term Debt [Line Items]

Proceeds from convertible debt

$ 25,000

Investor [Member] | Second Closing Bring Down Agreement [Member] | FWHC Bridge, LLC [Member]

Short-Term Debt [Line Items]

Proceeds from convertible debt

$ 437,000

Investor [Member] | October 2021 Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member]

Short-Term Debt [Line Items]

Proceeds from convertible debt

$ 7,000

Two Accredited Investors [Member] | Securities Purchase Agreement [Member]

Short-Term Debt [Line Items]

Debt instrument interest rate

10%

10%

Debt instrument description

For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid.

For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid.

Debt instrument, face amount

$ 272,500

$ 272,500

Debt instrument, discount rate

65%

65%

Accredited Investors [Member] | Securities Purchase Agreement [Member]

Short-Term Debt [Line Items]

Debt instrument description

This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the VWAP of the five (5) days prior to conversion.

Debt instrument, face amount

$ 100,000

$ 100,000

Accredited Investor [Member] | Securities Purchase Agreement [Member]

Short-Term Debt [Line Items]

Debt instrument interest rate

10%

10%

Debt instrument description

For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid.

For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid.

Debt instrument, face amount

$ 65,000

$ 65,000

Debt instrument, discount rate

35%

65%

Notes Payable [Member]

Short-Term Debt [Line Items]

Debt Instrument, Periodic Payment

$ 5,800

Debt instrument interest rate

5%

Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid

$ 1,000

Notes Payable [Member] | Maximum [Member]

Short-Term Debt [Line Items]

Debt instrument interest rate

5%

Notes Payable [Member] | Minimum [Member]

Short-Term Debt [Line Items]

Debt instrument interest rate

3%

Notes Payable [Member] | Merger [Member]

Short-Term Debt [Line Items]

Debt Instrument, Maturity Date

Aug. 01, 2019

Debt instrument description

The Company finalized an eighteen-month extension to March 1, 2021.

Promissory Note [Member]

Short-Term Debt [Line Items]

Notes Payable

$ 69,000

$ 69,000

New Notes [Member] | Note Conversion Agreement [Member]

Short-Term Debt [Line Items]

Name conversion price per share | $ / shares

$ 2

Reverse stock split

Upon the effectiveness of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $2.00 per share.

Royalty percentage

15%

SCHEDULE OF NET IDENTIFIABLE AS

SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED (Details) - Intellectual Property [Member] - USD ($)	Dec. 22, 2022	Sep. 07, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Common stock	$ 54,070	$ 29,557
Common stock (anti-dilution shares, to be issued – included in other current liabilities)	305,998	195,532
Direct transaction costs	14,338	21,600
Total costs of the asset acquisition	$ 792,256	246,689
Cash		469
Accounts payable assumed – legal and administrative costs		(999,728)
Intangible assets: IPR&D		1,245,948
Net identifiable assets acquired		$ 246,689

SCHEDULE OF PERFORMANCE PAYMENT

SCHEDULE OF PERFORMANCE PAYMENTS (Details) - Scion Agreement [Member]	Dec. 22, 2022 USD ($)
Qualified Funding/Uplifting [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	$ 45,000
1-Year Anniversary of Uplifting [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	75,000
2-Year Anniversary of Uplifting [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	120,000
Initiation of SkinDisc Study [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	50,000
Receipt of Approval/Clearance that would Allow SkinDisc to go to Market [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	100,000
Submission for Specific and Individual Reimbursement Codes Relating to SkinDisc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	25,000
Receipt of Specific and Individual Reimbursement Codes Relating to SkinDisc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	50,000
Completion of SkinDisc Study [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	50,000
Launch of Any Additional SkinDisc Product Line Extension [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	$ 100,000
Sales [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment description	Greater of (i) 4% of net revenues from SkinDisc (including SkinDisc line extensions) during such calendar year and (ii) $50,000
Cumulative Net Sales from SkinDisc of $600,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	$ 200,000
Cumulative Net Sales from SkinDisc of $2,000,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	150,000
Cumulative Net Sales from SkinDisc of $4,000,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	300,000
Net Sales from SkinDisc of $6,000,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance payment	$ 300,000

SCHEDULE OF PERFORMANCE PAYME_2

SCHEDULE OF PERFORMANCE PAYMENTS (Details) (Parenthetical) - Scion Agreement [Member]	Dec. 22, 2022 USD ($)
Cumulative Net Sales from SkinDisc of $600,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net sales	$ 600,000
Cumulative Net Sales from SkinDisc of $2,000,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net sales	2,000,000
Cumulative Net Sales from SkinDisc of $4,000,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net sales	4,000,000
Net Sales from SkinDisc of $6,000,000 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net sales	$ 6,000,000

SCHEDULE OF NET IDENTIFIABLE _2

SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Intellectual Property [Member] - USD ($)	Dec. 22, 2022	Sep. 07, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Consideration: Common stock	$ 54,070	$ 29,557
Anti-Dilution share liability	305,998	195,532
Contingent Performance payment liability	417,850
Direct transaction costs	14,338	21,600
Total costs of the asset acquisition	$ 792,256	$ 246,689

ACQUISITIONS (Details Narrative

ACQUISITIONS (Details Narrative) - USD ($)			12 Months Ended
	Dec. 22, 2022	Sep. 07, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Business combination, recognized identifiable assets acquired		$ 1,240,000
Assumed liabilities		1,000,000
Purchase price		247,000
Transaction costs		$ 21,600
Skin Disc Technology [Member]
Business Acquisition [Line Items]
Asset acquisition consideration transferred			$ 792,256
Scion Agreement [Member]
Business Acquisition [Line Items]
Voting right percentage	100%
Common Stock [Member]
Business Acquisition [Line Items]
Number of shares issued		52,023
Anti Dilution Shares [Member]
Business Acquisition [Line Items]
Number of shares issued			344,159
Jantibody Agreement [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Shares issued, acquisition		52,023
Scion Agreement [Member]
Business Acquisition [Line Items]
Shares issued, acquisition	123,153
Jantibody LLC [Member]
Business Acquisition [Line Items]
Ownership percentage		17.50%
Scion Solutions L L C [Member]
Business Acquisition [Line Items]
Ownership percentage			33.30%

SUMMARY OF ISSUANCE OF WARRANTS

SUMMARY OF ISSUANCE OF WARRANTS (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Common Stock Warrants
Number of Shares, Warrants Outstanding and Exercisable, Balance	406,302	413,424
Weighted Average Exercise Price, Outstanding and Exercisable, Balance	$ 35	$ 15
Weighted Average Remaining Contractual Life Outstanding and Exercisable		10 years 3 months 18 days
Number of Shares, Expired	(23,085)	(5,783)
Weighted Average Exercise Price, Expired	$ (364.60)	$ 330
Number of Shares, Exercised	(83,579)	(1,339)
Weighted Average Exercise Price, Exercised	$ 14	$ 10
Number of Shares, Warrants Outstanding and Exercisable, Balance	447,967	406,302
Weighted Average Exercise Price, Outstanding and Exercisable, Balance	$ 10.90	$ 35
Weighted Average Remaining Contractual Life Outstanding and Exercisable	6 years 7 months 24 days	8 years 2 months 1 day
Number of Shares, Issued	148,329
Weighted Average Exercise Price, Issued	$ 9.06

SCHEDULE OF ISSUANCE OF WARRANT

SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Granted For Services Provided [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	1,000
Stock Price	$ 32
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 31
Life of Warrant	5 years
Measurement Input, Risk Free Interest Rate [Member] | Granted For Services Provided [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.82
Measurement Input, Price Volatility [Member] | Granted For Services Provided [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.69
Granted For Inducement Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	3,732
Stock Price	$ 63.25
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 62
Life of Warrant	5 years
Granted For Inducement Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.62
Granted For Inducement Agreement [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	187.79
Granted For Inducement Agreement One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	372
Stock Price	$ 64.50
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 64
Life of Warrant	5 years
Granted For Inducement Agreement One [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.62
Granted For Inducement Agreement One [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	187.85
Granted For Inducement Agreement Two [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	187
Stock Price	$ 64.50
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 64
Life of Warrant	5 years
Granted For Inducement Agreement Two [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.62
Granted For Inducement Agreement Two [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	187.85
Granted For Inducement Agreement Three [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	374
Stock Price	$ 48
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 47
Life of Warrant	5 years
Granted For Inducement Agreement Three [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.53
Granted For Inducement Agreement Three [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.01
Granted For Inducement Agreement Four [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	3,744
Stock Price	$ 49.10
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 48
Life of Warrant	5 years
Granted For Inducement Agreement Four [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.56
Granted For Inducement Agreement Four [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188
Granted For Inducement Agreement Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	3,741
Stock Price	$ 44.55
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 44
Life of Warrant	5 years
Granted For Inducement Agreement Five [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.60
Granted For Inducement Agreement Five [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.25
Granted For Inducement Agreement Six [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	6,935
Stock Price	$ 44.38
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 43
Life of Warrant	5 years
Granted For Inducement Agreement Six [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.78
Granted For Inducement Agreement Six [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.33
Granted For Inducement Agreement Seven [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	13,870
Stock Price	$ 44.38
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 43
Life of Warrant	5 years
Granted For Inducement Agreement Seven [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.78
Granted For Inducement Agreement Seven [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.33
Granted For Inducement Agreement Eight [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	41,609
Stock Price	$ 32.88
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 32
Life of Warrant	5 years
Granted For Inducement Agreement Eight [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.85
Granted For Inducement Agreement Eight [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.59
Granted For Inducement Agreement Nine [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	693
Stock Price	$ 32.88
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 32
Life of Warrant	5 years
Granted For Inducement Agreement Nine [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.85
Granted For Inducement Agreement Nine [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.59
Granted For Inducement Agreement Ten [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	8,322
Stock Price	$ 28
Exercise Price of Warrant	14
Warrant Grant Date Fair Value	$ 27
Life of Warrant	5 years
Granted For Inducement Agreement Ten [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	2.33
Granted For Inducement Agreement Ten [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	194.01
Granted For Inducement Agreement Eleven [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	56,250
Stock Price	$ 6
Exercise Price of Warrant	2.50
Warrant Grant Date Fair Value	$ 5.94
Life of Warrant	5 years
Granted For Inducement Agreement Eleven [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	4.21
Granted For Inducement Agreement Eleven [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	213.54
Granted For Inducement Agreement Twelve [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Warrants | shares	7,500
Stock Price	$ 5.75
Exercise Price of Warrant	2.50
Warrant Grant Date Fair Value	$ 5.69
Life of Warrant	5 years
Granted For Inducement Agreement Twelve [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	4
Granted For Inducement Agreement Twelve [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	213.28

COMMON STOCK WARRANTS (Details

COMMON STOCK WARRANTS (Details Narrative) - Warrant Issued [Member]	12 Months Ended
	Dec. 31, 2022 USD ($)
General and administrative expense	$ 377,000
Interest expense, debt	$ 3,133,000

SCHEDULE OF COMPONENTS OF INCOM

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory rate – federal	21%	21%
State deferred provision	3.40%	5.10%
State NOL true-up	0.30%	(2.10%)
Prior year true up	0.10%	(6.80%)
Other true-ups	8.90%
Loan forgiveness - PPP		300%
Other permanent differences	(8.20%)
Change in valuation allowances	(24.90%)	(20.20%)
Income taxes	0%	0%

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details)	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Federal and state net operating loss carry forwards	$ 10,680,766
Capitalized start-up costs	1,980,984
Capitalized research and development costs	210,448
Patents	32,371
Share-based compensation	543,252
Depreciation/Amortization
Accruals
Other	35,083
Total gross deferred tax assets	13,482,904
Right-of-use asset
Total gross deferred tax liabilities
Valuation Allowance	13,482,904
Net deferred tax assets

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Valuation allowances of deferred tax assets	$ 16	$ 13.5
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	46.4
Domestic Tax Authority [Member] | Reduce Future Taxable Income [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	39.2
Domestic Tax Authority [Member] | Expire Beginning 2035 to 2037 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	7.2
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	31.3
State and Local Jurisdiction [Member] | Reduce Future Taxable Income [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	30.6
State and Local Jurisdiction [Member] | Expire Beginning 2035 to 2037 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 0.7

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)							12 Months Ended
	Apr. 12, 2023 USD ($) $ / shares shares	Apr. 12, 2023 USD ($) $ / shares shares	Mar. 27, 2023 USD ($) $ / shares shares	Feb. 28, 2023 USD ($)	Feb. 24, 2023 USD ($) $ / shares shares	Feb. 24, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares
Subsequent Event [Line Items]
Sold and issued convertible promissory notes | $
Common stock, par value | $ / shares								$ 0.001
Proceeds from issuance of common stock | $							$ 254,999
Subsequent Event [Member]
Subsequent Event [Line Items]
Sold and issued convertible promissory notes | $						$ 300,000
Common stock, par value | $ / shares					$ 0.001	$ 0.001
Convertible shares percentage						20%
Conversion price per share | $ / shares						$ 2
Warrant term					5 years	5 years
Warrant exercise price | $ / shares					$ 2	$ 2
Accrued unpaid interest rate percentage						8%
Warrants to purchase | shares					30,000	30,000
Debt instrument, face amount | $	$ 350	$ 350
Debt instrument description	The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.		The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.
Subsequent Event [Member] | Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Common stock, par value | $ / shares			$ 0.001		$ 0.001	$ 0.001
Warrant term	5 years	5 years			5 years	5 years
Warrant exercise price | $ / shares	$ 2	$ 2	$ 2		$ 2	$ 2
Proceeds from issuance of common stock | $				$ 128,250
Common stock discount percentage				0.65
Debt instrument, convertible description				The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid.
Debt instrument, face amount | $			$ 1,250		$ 300,000	$ 300,000
Common stock, par value | shares	2	2			2
Debt instrument description			The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.			The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price.
Exercise on aggregate of warrants | shares	13,500	13,500	13,500		30,000	30,000