Innoveren Scientific (IVRN) 10-Q 22 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 19, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	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
Trading Symbol	HCYT
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		628,121

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 116,011
Patient financing receivable, current portion	17,124	29,464
Prepaid expenses	170,162	54,381
Total Current Assets	303,297	83,845
Property and equipment, net	18,771	20,394
Patient financing receivable, net of current portion	5,894	14,436
Other assets	21,393	18,682
Total assets	349,355	137,357
Current Liabilities
Accounts payable	1,044,972	971,492
Accrued liabilities	1,450,373	1,418,368
Other current liabilities	242,519	139,330
Notes payable, current portion	122,472	104,468
Convertible notes payable carried at fair value, related parties	1,219,533
Convertible notes payable carried at fair value	656,671
Lease liability, current portion	38,276	63,291
Anti-dilution share contingent consideration liability	501,531	501,531
Total Current Liabilities	9,659,963	7,476,893
Long-term Liabilities
Royalty liability	1,697,000	1,697,000
Milestone payment contingent consideration liability	320,850	320,850
Total Long-term Liabilities	2,017,850	2,017,850
Total Liabilities	11,677,813	9,494,743
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 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.	438,773	438,773
Common stock - $.001 par value: 500,000,000 shares authorized, 628,121 and 618,506 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.	628	618
Additional paid-in capital	49,650,254	49,531,216
Accumulated deficit	(61,418,113)	(59,327,993)
Total Stockholders’ Deficit	(11,328,458)	(9,357,386)
Total Liabilities and Stockholders’ Deficit	349,355	137,357
Related Party [Member]
Current Liabilities
Convertible notes payable	3,325,000	3,325,000
Interest payable	474,001	400,042
Nonrelated Party [Member]
Current Liabilities
Convertible notes payable	455,095	430,095
Interest payable	$ 129,520	$ 123,276

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	628,121	618,506
Common stock, shares outstanding	628,121	618,506
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	438,776,170
Preferred stock, shares outstanding	438,776,170	438,776,170

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenues		$ 379,560
Cost of Sales		(86,505)
Gross Profit		293,055
Operating Expenses
Salaries and related costs	165,257	347,219
Share based compensation	41,228	226,079
Other general and administrative	214,199	509,911
Total Operating Expenses	420,684	1,083,209
Operating Loss	(420,684)	(790,154)
Other Expense
Day one loss on convertible notes carried at fair value	(1,521,768)
Gain on convertible notes carried at fair value	2,744
Inducement expense		(3,024,872)
Interest expense	(150,213)	(72,352)
Other expense	(199)	(4,405)
Total Other Expense	(1,669,436)	(3,101,629)
Net Loss	(2,090,120)	(3,891,783)
Net Loss attributable to common stockholders	$ (2,090,120)	$ (3,891,783)
Loss per share - Basic and Diluted	$ (3.38)	$ (23.01)
Weighted average outstanding shares - basic and diluted	618,875	169,155

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - 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, 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
Conversion of Series A Preferred Stock to Common Stock	$ (3,658)	$ 3,658
Conversion of Series A Preferred Stock to Common Stock, shares	(3,657,730)	3,658
Inducement expense			3,024,872		3,024,872
Conversion of warrants to Common Stock		$ 83,580	1,086,530		1,170,110
Conversion of warrants to Common Stock, shares		83,579
Share based compensation			226,079		226,079
Net loss				(3,891,783)	(3,891,783)
Balance at Mar. 31, 2022	$ 498,229	$ 251,437	48,037,565	(52,920,196)	(4,132,965)
Balance, shares at Mar. 31, 2022	498,229,804	253,631
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
Share based compensation			41,228		41,228
Net loss				(2,090,120)	(2,090,120)
Issuance of warrants pursuant to convertible notes payable			67,820		67,820
Conversion of convertible notes payable to Common Stock		$ 10	9,990		10,000
Conversion of convertible notes payable to Common Stock, shares		9,615
Balance at Mar. 31, 2023	$ 438,773	$ 628	$ 49,650,254	$ (61,418,113)	$ (11,328,458)
Balance, shares at Mar. 31, 2023	438,776,170	628,121

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities
Net loss	$ (2,090,120)	$ (3,891,783)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,623	3,177
Inducement expense		3,024,872
Share based compensation expense	41,228	226,079
Day one loss on convertible notes carried at fair value	1,521,768
Gain on convertible notes carried at fair value	(2,744)
Bad debt expense	17,320
Changes in operating assets and liabilities:
Accounts receivable		6,262
Patient financing receivable	3,562	(13,756)
Other assets	(2,711)	(3,831)
Prepaid expenses	(115,781)	(148,334)
Accounts payable	73,480	94,913
Accrued liabilities	32,005	(14,427)
Other current liabilities	78,174	111,324
Deferred revenue		(353,098)
Interest payable, related parties	73,959	39,937
Interest payable	6,244	34,406
Net Cash Used in Operating Activities	(361,993)	(884,259)
Cash Flows from Financing Activities
Proceeds from notes payable	18,004
Proceeds from convertible note payable	150,000
Payment on convertible note payable	(115,000)
Proceeds from convertible notes payable carried at fair value, related parties	275,000
Proceeds from convertible notes payable carried at fair value	150,000
Proceeds from warrants exercise related to inducement		1,170,110
Payment on PPP Loan		(39,739)
Net Cash Provided by Financing Activities	478,004	1,130,371
Net Change in Cash	116,011	246,112
Cash - Beginning of period		95,172
Cash - End of period	116,011	341,284
Supplementary Cash Flow Information
Cash paid for interest	70,010	1,378
Non Cash Investing & Financing Activity
Conversion of Series A Preferred Stock to Common Stock		3,658
Issuance of warrants pursuant to inducement agreements		2,993,872
Issuance of warrants for services rendered		31,000
Conversion of convertible notes payable to Common Stock	10,000
Issuance of warrants pursuant to convertible notes payable-related parties	44,255
Issuance of warrants pursuant to convertible notes payable	$ 23,565

DESCRIPTION OF THE COMPANY

DESCRIPTION OF THE COMPANY	3 Months Ended
	Mar. 31, 2023
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. The LI Dallas and LI Pittsburgh clinics did not reopen in 2020 after the temporary closure of all LI clinics due to COVID-19. During the first quarter of 2022, the Company decided to close the LI Tampa and LI Nashville clinics. During the second quarter of 2022, the Company closed the LI Scottsdale clinic. All LHI clinics are closed as of March 31, 2023. The Company leases a shared office space for its corporate address as the Company’s employees continue to work remotely. 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 500,000,000 628,121 438,776,170 438,776,170 438,776 On September 7, 2022, the Company acquired all of the membership interests, with common stock, 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 9). On December 22, 2022, the Company acquired all the membership interests, with common stock, in Scion Solutions, LLC (“Scion”). Scion is a life sciences company that has developed a new technology in regenerative medicine specifically for limb salvage. Their proprietary product SkinDisc (patent pending) is a combination of stem cells and several other molecular components that stimulate tissue regeneration (see Note 9).

BASIS OF PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
BASIS OF PRESENTATION	Note 2 – Basis of presentation BASIS OF PRESENTATION The accompanying interim consolidated financial statements have been prepared based upon U.S. Securities and Exchange Commission rules that permit reduced disclosure for interim periods. Therefore, they do not include all information and footnote disclosures necessary for a complete presentation of the Company’s financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. The Company filed audited consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021, which included all information and notes necessary for such complete presentation in conjunction with its 2022 Annual Report on Form 10-K. 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. The results of operations for the interim period ended March 31, 2023, are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022, which are contained in the Company’s 2022 Annual Report on Form 10-K. For further discussion refer to Note 2 – “Basis Of Presentation And Summary of Significant Accounting Policies” to the consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

LIQUIDITY, GOING CONCERN AND SO

LIQUIDITY, GOING CONCERN AND SOURCES OF LIQUIDITY	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY, GOING CONCERN AND SOURCES OF LIQUIDITY	Note 3 – Liquidity, Going Concern and Sources of Liquidity LIQUIDITY, GOING CONCERN AND SOURCES OF LIQUIDITY The Company incurred net losses of approximately $ 2,090,000 3,892,000 The Company had cash on hand of approximately $ 116,000 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 financings 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 be forced to cease 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 Securities Purchase Agreements (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 Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue 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 $ 150,000 65 The note bears interest at 10% and is due one year from issuance. For the first six months, the Company has the right to prepay the note at a premium of between 25% and 40% depending on when it is repaid. On March 27, 2023, the Company and three related party investors entered into Securities Purchase Agreements (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($ 125,000 ) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $ 0.001 par value (“Common Stock”). On April 12, 2023, the Company and an additional investor entered into the SPA, whereby, the Company sold and issued an aggregate of thirty five thousand dollars ($ 35,000 ) of the Company’s Notes. In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20% of the shares of Common Stock issuable upon conversion of the Note, based on a price of $ 2.00 per share. These warrants have a term of five ( 5 ) years, with an exercise price of $ 2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company extended this offering to June 30, 2023, per terms of the agreement. 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 Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue date, to purchase up to a certain amount of shares of Common Stock, with 20 12,500 2.00

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2023
Investments, All Other Investments [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS	Note 4 – Fair Value of Financial Instruments FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures certain financial instruments and certain financial instruments with related parties at fair value on a recurring basis. The Company elected the fair value option of accounting for certain debt instruments. Under the fair value option, the financial instrument is initially measured at its issue date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis each reporting period with the resulting fair value adjustment recognized as other income (expense) in the consolidated statement of operations. As of March 31, 2023, the fair value of these instruments was as follows: SCHEDULE OF FAIR VALUE INSTRUMENT Total Level 1 Level 2 Level 3 Assets: $ - $ - $ - $ - Liabilities: Convertible Notes at fair value $ 1,876,204 $ - $ - $ 1,876,204 The following is a reconciliation of the beginning and ending balances for the Convertible Notes measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2023: SCHEDULE OF CONVERTIBLE NOTE MEASURED AT FAIR VALUE Balance at December 31, 2022 $ -- Fair value of Convertible Notes issued (1,878,948 ) Gain on change in fair value of Convertible Notes 2,744 Balance at March 31, 2023 $ (1,876,204 ) The estimated fair values reported utilize the Company’s common stock price along with certain Level 3 inputs, as discussed below, in the development of Monte Carlo simulation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models /analyses, including the Company’s common stock price, the Company’s dividend yield, risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price, the probability of a Qualified Offering, the estimated price of a Qualified Offering, and credit-risk adjusted discount rates. Changes in these assumptions can materially affect the estimated fair values.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	Note 5 – 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 $ 7,500 per month to serve on the Board of Directors and an additional $ 2,500 per quarter to serve as Chairman of the Board, Audit Committee Chair, and Compensation Committee Chair. Effective July 1, 2022, due to lack of working capital, Mr. Monteleone receives $ 3,750 per month to serve on the Board of Directors and to serve as Chairman of the Board, Audit Committee Chair, and Compensation Committee Chair. For the three months ended March 31, 2023 and 2022, the Company expensed $ 11,250 and $ 25,000 , respectively, for board of director fees to Mr. Monteleone. Due to lack of financial resources, the Company has been unable to pay Mr. Monteleone for his services totaling $ 46,250 , which is included in accounts payable as of March 31, 2023. On January 12, 2021, Mr. William Horne stepped down as Chairman of the Board. Mr. Horne will remain a member of the Board. Mr. Horne agreed to continue to defer the $ 108,000 in base salary deferred by him in 2018 until such time as there is a positive cash flow to meet the Company’s financial obligations and then the Company and Mr. Horne will work together in good faith to negotiate a payment plan for such deferred salary. Effective December 1, 2021, Mr. Horne will receive $ 5,000 per month to serve on the Board of Directors. Effective July 1, 2022, due to lack of working capital, Mr. Horne receives $ 2,500 per month to serve on the Board of Directors. For the three months ended March 31, 2023 and 2022, the Company expensed approximately $ 7,500 and $ 20,000 , respectively, in compensation and board of director fees to Mr. Horne. Due to lack of financial resources, the Company has been unable to pay Mr. Horne for his services totaling $ 25,000 , which is included in accrued liabilities as of March 31, 2023. 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 7,500 12,500 25,000 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 7,500 12,500 25,000 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 June 17, 2022 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 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. The Amendment did not cause a material change in cash flows so 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 effective date 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 million loss upon extinguishment of debt in the year ended December 31, 2022, which was comprised of the following: 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 $ 500,000 499,000 On February 24, 2023, the Company and certain investors entered into Securities Purchase Agreements (the “SPA”), whereby the Company sold and issued to the certain investors an aggregate of three hundred thousand dollars ($ 300,000 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%) 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 February 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue 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. 30,000 2.00 On March 27, 2023, the Company and three related party investors entered into Securities Purchase Agreements (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 On April 12, 2023, the Company and an additional investor entered into the SPA, whereby the Company sold and issued thirty five thousand dollars ($ 35,000 ) of the Company’s Notes. In connection with the aforementioned Notes, the Company also issued to the investors a warrant to purchase (the “Purchase Warrant”) a certain number of shares of Common Stock, which are equal to 20 % of the shares of Common Stock issuable upon conversion of the Note, based on a price of $ 2.00 per share. These warrants have a term of five ( 5 ) years, with an exercise price of $ 2.00 per share. Unless the Company chooses to terminate earlier, the offering and the sale of the Notes shall terminate on the sooner of the sale of the maximum offering amount or April 30, 2023. However, the Company extended this offering to June 30, 2023 per terms of the agreement. 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 March 2023 and April 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue 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. 12,500 2.00 We evaluated the February 2023, March 2023, and April 2023 SPA in accordance with ASC Topic 815, Derivatives and Hedging Because these Convertible Notes are carried in their entirety at fair value, the value of the contingent conversion feature is embodied in that fair value. The Company estimates the fair value based on a probability weighted analysis which considers the present value of the cash flows using a credit risk adjusted rate enhanced by the conversion feature valued using a Monte Carlo model. This method was considered by management to be the most appropriate method of encompassing the credit risk and exercise behavior that a market participant would consider when valuing a hybrid financial instrument. Inputs used to value the Convertible Notes at inception included, (i) present value of future cash flows using a credit risk adjusted rate ranging from 19.0%-20.0%, (ii) remaining term of approximately one year, (iii) volatility ranging from 258%-261%, (iv) closing stock price on the valuation date, and (v) the conversion price based on the estimated price of a Qualified Offering, less a 20% discount, in accordance with the terms of the Note. A Qualified Offering is defined as an offering that results in the Company’s Common Stock being listed on a National Exchange (NASDAQ or the NYSE/AMEX) At inception, the fair value of the Convertible Notes using the fair value option was $ 1,878,948 67,820 425,000 1,521,768 1,876,204 2,744 Other Obligations During the year ending December 31, 2022, Michael Yurkowsky, CEO, advanced the Company approximately $ 40,000 18,000 53,000

EQUITY TRANSACTIONS

EQUITY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
EQUITY TRANSACTIONS	Note 6 - Equity Transactions EQUITY TRANSACTIONS 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 shares of common stock and warrants to purchase 56,250 shares of Common Stock exercisable at $ 2.50 per share for gross proceeds of approximately $ 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 On March 17, 2023, the Company issued 9,615 10,000 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 March 31, 2023 December 31, 2022 Common Stock 628,121 618,506 Series A Preferred Stock 438,776,170 438,776,170 Series A Preferred Stock During the quarter ended March 31, 2023, no 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 1000:1 ratio immediately upon request of the Series A Holder. Liquidation, Dissolution, or Winding Up In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders and, in the event of a Deemed Liquidation Event (as defined in the Second Amended and Restated Articles of Incorporation), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Company) , In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment in full of all Series A Liquidation Amounts (as defined in the Second Amended and Restated Articles of Incorporation) required to be paid to the holders of shares of Series A Preferred Stock the remaining assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of Series A Preferred Stock shall be distributed among the holders of the shares of Series A Preferred Stock and Common Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Series A Preferred Stock as if they had been converted to Common Stock pursuant to the terms of the Second Amended and Restated Articles of Incorporation immediately prior to such liquidation, dissolution or winding up of the Company. Share-Based Compensation Plan 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 share-based compensation awards are expected to be outstanding. Stock Option Activity 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 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 March 31, 2023, 29,385 22,552 29,635 18,218 41,000 112,000 115,000 1.74 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 three months ended March 31, 2022 and 2023: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Granted - - - Exercised - - - Outstanding at March 31, 2022 29,635 $ 86.48 8.96 Exercisable at March 31, 2022 18,218 100.00 8.93 Outstanding at December 31, 2022 29,385 $ 83.81 8.22 Granted - - - Exercised - - - Outstanding at March 31, 2023 29,385 $ 83.81 7.98 Exercisable at March 31, 2023 22,552 87.99 7.97 The following is a summary of the Company’s non-vested shares for the three months ended March 31, 2023: SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2022 7,979 $ 55.70 Vested (1,146 ) 55.36 Non-vested at March 31, 2023 6,833 $ 55.75 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 For the Three Months Ended March 31, 2023 2022 Warrants to purchase common stock (in the money) - 384,694 Series A Preferred Stock convertible to common stock 438,776 498,230 Total 438,776 882,924 Excluded from the above table are 489,680 29,385 2,196 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. 438,776,170 438,776

COMMITMENTS & CONTINGENCIES

COMMITMENTS & CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS & CONTINGENCIES	Note 7 – 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 an 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 share-based compensation expense of approximately $ 328,000 0.71 114,000 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 per month plus expenses which increases 5 % per month on January 1 of each calendar year unless an alternative retainer amount is negotiated and agreed upon by both parties. The Company extended the contract on January 1, 2021, resulting in monthly expenses of $ 22,500 plus expenses for services rendered. 138,625 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 $ 75,000 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	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
DEBT	Note 8 – 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 5 August 1, 2019 The Company finalized an eighteen-month extension to March 1, 2021. 69,000 5 3 1,000 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 had 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 Volume Average Weighted Price (“VWAP”) of the five (5) days prior to conversion. 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 had the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. On February 28, 2023, the Company entered into a securities purchase agreement for a total of $ 150,000 65 10 For the first six months, the Company has the right to prepay the note at a premium of between 25% and 40% depending on when it is repaid The embedded features in the June 2022, August 2022, and February 2023 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.

ACQUISITIONS

ACQUISITIONS	3 Months Ended
	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	N ote 9 – 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, with Common Stock, 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 Liabilities 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: Common stock $ 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 remaining consideration was recorded as IPR&D, since the SkinDisc technology was still in the research and development stage and had no alternative future use. The purchased IPR&D asset of $ 792,256

COMMON STOCK WARRANTS

COMMON STOCK WARRANTS	3 Months Ended
	Mar. 31, 2023
Common Stock Warrants
COMMON STOCK WARRANTS	Note 10- Common Stock Warrants COMMON STOCK WARRANTS A summary of the Company’s warrant issuance activity and related information for the three months ended March 31, 2023 and 2022 is as follows: SUMMARY OF ISSUANCE OF WARRANTS Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2021 406,301 $ 35.00 8.17 Expired (20,411 ) 33.00 - Exercised (83,579 ) 10.00 - Granted 84,579 10.00 4.88 Outstanding and exercisable at March 31, 2022 386,890 $ 20.00 7.57 Outstanding at December 31, 2022 447,967 $ 10.90 6.65 Expired (787 ) ( 489.80 ) - Granted 42,500 2.00 4.92 Outstanding and exercisable at March 31, 2023 489,680 $ 9.35 6.21 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 Granted for convertible note agreement 2/21/2023 30,000 $ 1.60 $ 2.00 $ 1.57 5 4.16 211.43 Granted for convertible note agreement 3/27/2023 10,000 $ 1.70 $ 2.00 $ 1.68 5 3.59 218.15 Granted for convertible note agreement 3/28/2023 2,500 $ 1.60 $ 2.00 $ 1.58 5 3.63 218.17 The fair value of warrants issued during the three months ended March 31, 2023, totaled approximately $ 68,000 The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	N ote 11 - Subsequent Events SUBSEQUENT EVENTS On April 12, 2023, the Company and an additional investor entered into the SPA, whereby the Company sold and issued thirty five thousand dollars ($ 35,000 20 2.00 5 2.00 8 20

FAIR VALUE OF FINANCIAL INSTR_2

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2023
Investments, All Other Investments [Abstract]
SCHEDULE OF FAIR VALUE INSTRUMENT	SCHEDULE OF FAIR VALUE INSTRUMENT Total Level 1 Level 2 Level 3 Assets: $ - $ - $ - $ - Liabilities: Convertible Notes at fair value $ 1,876,204 $ - $ - $ 1,876,204
SCHEDULE OF CONVERTIBLE NOTE MEASURED AT FAIR VALUE	The following is a reconciliation of the beginning and ending balances for the Convertible Notes measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2023: SCHEDULE OF CONVERTIBLE NOTE MEASURED AT FAIR VALUE Balance at December 31, 2022 $ -- Fair value of Convertible Notes issued (1,878,948 ) Gain on change in fair value of Convertible Notes 2,744 Balance at March 31, 2023 $ (1,876,204 )

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2023
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)	3 Months Ended
	Mar. 31, 2023
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 March 31, 2023 December 31, 2022 Common Stock 628,121 618,506 Series A Preferred Stock 438,776,170 438,776,170
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 three months ended March 31, 2022 and 2023: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Granted - - - Exercised - - - Outstanding at March 31, 2022 29,635 $ 86.48 8.96 Exercisable at March 31, 2022 18,218 100.00 8.93 Outstanding at December 31, 2022 29,385 $ 83.81 8.22 Granted - - - Exercised - - - Outstanding at March 31, 2023 29,385 $ 83.81 7.98 Exercisable at March 31, 2023 22,552 87.99 7.97
SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED	The following is a summary of the Company’s non-vested shares for the three months ended March 31, 2023: SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2022 7,979 $ 55.70 Vested (1,146 ) 55.36 Non-vested at March 31, 2023 6,833 $ 55.75
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 For the Three Months Ended March 31, 2023 2022 Warrants to purchase common stock (in the money) - 384,694 Series A Preferred Stock convertible to common stock 438,776 498,230 Total 438,776 882,924

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	3 Months Ended
	Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED	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: Common stock $ 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
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 Liabilities 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: Common stock $ 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)	3 Months Ended
	Mar. 31, 2023
Common Stock Warrants
SUMMARY OF ISSUANCE OF WARRANTS	A summary of the Company’s warrant issuance activity and related information for the three months ended March 31, 2023 and 2022 is as follows: SUMMARY OF ISSUANCE OF WARRANTS Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2021 406,301 $ 35.00 8.17 Expired (20,411 ) 33.00 - Exercised (83,579 ) 10.00 - Granted 84,579 10.00 4.88 Outstanding and exercisable at March 31, 2022 386,890 $ 20.00 7.57 Outstanding at December 31, 2022 447,967 $ 10.90 6.65 Expired (787 ) ( 489.80 ) - Granted 42,500 2.00 4.92 Outstanding and exercisable at March 31, 2023 489,680 $ 9.35 6.21
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 Granted for convertible note agreement 2/21/2023 30,000 $ 1.60 $ 2.00 $ 1.57 5 4.16 211.43 Granted for convertible note agreement 3/27/2023 10,000 $ 1.70 $ 2.00 $ 1.68 5 3.59 218.15 Granted for convertible note agreement 3/28/2023 2,500 $ 1.60 $ 2.00 $ 1.58 5 3.63 218.17

DESCRIPTION OF THE COMPANY (Det

DESCRIPTION OF THE COMPANY (Details Narrative) - shares	Jun. 10, 2022	Mar. 31, 2023	Dec. 31, 2022
Common stock, shares authorized	500,000,000	500,000,000	500,000,000
Common stock, shares, outstanding		628,121	618,506
Conversion of stock, shares converted	438,776
Series A Preferred Stock [Member]
Preferred stock, shares outstanding	438,776,170	438,776,170	438,776,170
Common Stock [Member]
Common stock, shares, outstanding		628,121	618,506

LIQUIDITY, GOING CONCERN AND _2

LIQUIDITY, GOING CONCERN AND SOURCES OF LIQUIDITY (Details Narrative)						3 Months Ended
	Apr. 12, 2023	Mar. 27, 2023 USD ($) $ / shares shares	Mar. 27, 2023 USD ($) $ / shares shares	Feb. 28, 2023 USD ($)	Feb. 24, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2022 USD ($)	May 19, 2023 USD ($)	Feb. 23, 2023 $ / shares	Dec. 31, 2022 $ / shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net loss						$ 2,090,000	$ 3,892,000
Cash						$ 116,000
Debt instrument, face amount		$ 3,500,000	$ 3,500,000
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.
Convertible shares percentage		20%			20%
Common Stock, Par or Stated Value Per Share | $ / shares						$ 0.001				$ 0.001
Securities purchase agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount		$ 1,250	$ 1,250		$ 300,000
Debt instrument convertible conversion price | $ / shares					$ 0.001				$ 2
Common stock, par value | shares					2
Warrant term		5 years	5 years		5 years
Warrant exercise price | $ / shares		$ 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		12,500	12,500		30,000
Proceeds from issuance of common stock				$ 150,000
Common stock discount percentage				0.65
Debt instrument, convertible description				The note bears interest at 10% and is due one year from issuance. For the first six months, the Company has the right to prepay the note at a premium of between 25% and 40% depending on when it is repaid.
Common Stock, Par or Stated Value Per Share | $ / shares		$ 0.001	$ 0.001		$ 0.001
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash								$ 4,000
Convertible shares percentage	20%

SCHEDULE OF FAIR VALUE INSTRUME

SCHEDULE OF FAIR VALUE INSTRUMENT (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Assets:
Convertible Notes at fair value	1,876,204
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Assets:
Convertible Notes at fair value
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Assets:
Convertible Notes at fair value
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Assets:
Convertible Notes at fair value	$ 1,876,204

SCHEDULE OF CONVERTIBLE NOTE ME

SCHEDULE OF CONVERTIBLE NOTE MEASURED AT FAIR VALUE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Fair value of Convertible Notes issued	$ 1,878,948
Gain on change in fair value of Convertible Notes	2,744
Balance at March 31, 2023	(1,876,204)
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Balance at December 31, 2022
Fair value of Convertible Notes issued	(1,878,948)
Gain on change in fair value of Convertible Notes	2,744
Balance at March 31, 2023	$ (1,876,204)

SCHEDULE OF LOSS UPON EXTINGUIS

SCHEDULE OF LOSS UPON EXTINGUISHMENT (Details) - Note Conversion Agreement [Member]	12 Months Ended
	Dec. 31, 2022 USD ($)
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 ($)

3 Months Ended

6 Months Ended

12 Months Ended

Apr. 12, 2023

Mar. 27, 2023

Feb. 24, 2023

Feb. 23, 2023

Apr. 29, 2022

Feb. 22, 2022

Jan. 17, 2022

Jan. 02, 2022

Oct. 14, 2021

Apr. 02, 2021

Jan. 12, 2021

Jan. 02, 2021

Mar. 31, 2023

Mar. 31, 2022

Jul. 02, 2022

Dec. 31, 2022

Jul. 02, 2022

Related Party Transaction [Line Items]

Professional fees

$ 22,500

Debt instrument, face amount

$ 3,500,000

Proceeds from convertible debt

$ 150,000

Gain (Loss) on Extinguishment of Debt, before Debt Issuance Cost Writeoff

$ 2,200,000

Common stock par value

$ 0.001

$ 0.001

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.

Related party transaction description of transaction

(i) present value of future cash flows using a credit risk adjusted rate ranging from 19.0%-20.0%, (ii) remaining term of approximately one year, (iii) volatility ranging from 258%-261%, (iv) closing stock price on the valuation date, and (v) the conversion price based on the estimated price of a Qualified Offering, less a 20% discount, in accordance with the terms of the Note. A Qualified Offering is defined as an offering that results in the Company’s Common Stock being listed on a National Exchange (NASDAQ or the NYSE/AMEX)

Fair value of convertible notes issued

$ 1,878,948

Warrants issued

67,820

Investment owned at fair value

425,000

Loss on convertible notes

1,521,768

Financial liabilities fair value disclosure

1,876,204

Gain on convertible notes at fair value

2,744

Related Party [Member]

Related Party Transaction [Line Items]

Other liabilities

18,000

Common Stock [Member]

Related Party Transaction [Line Items]

Warrants issued

Secured Convertible Note Agreement [Member] | FWHC Bridge LLC [Member]

Related Party Transaction [Line Items]

Proceeds from convertible debt

$ 1,500,000

Secured Convertible Note 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 instrument, face amount

$ 750,000

Interest rate

8%

Debt effective rate

20%

Proceeds from convertible debt

$ 437,000

Debt Conversion Agreement [Member]

Related Party Transaction [Line Items]

Proceeds from convertible debt

$ 10,000,000

Convertible debt

$ 500,000

Conversion price percentage

25%

Debt Instrument Convertible Conversion Price

$ 0.002

Milestone payments

$ 1,000,000

Debt Conversion Agreement [Member] | Maximum [Member]

Related Party Transaction [Line Items]

Milestone payments

2

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]

Debt Instrument Convertible Conversion Price

$ 2

Risk adjusted percentage

70%

Debt instrument, decrease, forgiveness

$ 500,000

Debt discount

$ 499,000

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

Related Party Transaction [Line Items]

Debt Instrument Convertible Conversion Price

$ 2

Reverse stock split

Upon the effective date 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%

Securities purchase agreement [Member]

Related Party Transaction [Line Items]

Debt instrument, face amount

$ 1,250

$ 300,000

Debt Instrument Convertible Conversion Price

$ 0.001

$ 2

Convertible Notes Payable Current

$ 300,000

Common stock par value

$ 0.001

$ 0.001

Number of shares isuued and outstanding percentage

20%

Warrant term

5 years

Warrant Exercise Price

$ 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.

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

12,500

30,000

Raymond Monteleone [Member]

Related Party Transaction [Line Items]

Professional fees

$ 7,500

[custom:AdditionalFees]

$ 2,500

Debt instrument periodic payment

$ 3,750

Officers compensation

11,250

25,000

Accrued salaries

46,250

William Horne [Member] | Oral Agreement [Member]

Related Party Transaction [Line Items]

Professional fees

$ 5,000

$ 2,500

Officers compensation

7,500

20,000

Accrued salaries

25,000

[custom:DeferredSalaryAndCompensation]

$ 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

7,500

12,500

Accrued salaries

25,000

Matthew Anderer [Member] | Oral Agreement [Member]

Related Party Transaction [Line Items]

Professional fees

$ 5,000

Debt instrument periodic payment

$ 2,500

Officers compensation

7,500

$ 12,500

Accrued salaries

$ 25,000

Investor [Member] | Secured Convertible Note Agreement [Member]

Related Party Transaction [Line Items]

Debt instrument, face amount

$ 2,575,000

Debt instrument maturity date

Jun. 17, 2022

Interest rate

8%

Investor [Member] | Secured Convertible Note Agreement [Member] | FWHC Bridge 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

$ 7,000

Investor [Member] | Securities purchase agreement [Member]

Related Party Transaction [Line Items]

Convertible Notes Payable Current

$ 125,000

Common stock par value

$ 0.001

Warrant Exercise Price

$ 2

$ 2

Debt Instrument Description

Further, in connection with the March 2023 and April 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue 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.

Further, in connection with the February 2023 SPA, the Company also issued Common Stock Purchase Warrants to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial issue 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.

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

12,500

30,000

Investor [Member] | Securities purchase agreement [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Debt Instrument Convertible Conversion Price

$ 2

Convertible Notes Payable Current

$ 35,000

Number of shares isuued and outstanding percentage

20%

Warrant term

5 years

Warrant Exercise Price

$ 2

Chief Executive Officer [Member]

Related Party Transaction [Line Items]

Repayments of Related Party Debt

$ 53,000

$ 40,000

SCHEDULE OF COMMON AND PREFERRE

SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING (Details) - shares	Mar. 31, 2023	Dec. 31, 2022	Jun. 10, 2022
Class of Stock [Line Items]
Common stock, shares outstanding	628,121	618,506
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	438,776,170	438,776,170	438,776,170
One for Thousand Reverse Stock Split [Member]
Class of Stock [Line Items]
Common stock, shares outstanding	628,121	618,506
One for Thousand Reverse Stock Split [Member] | Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	438,776,170	438,776,170

SCHEDULE OF ASSUMPTIONS USED TO

SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS (Details) - 2021 Grants [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares
Minimum [Member]
Option value	$ 54
Risk Free Rate	0.90%
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	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Equity [Abstract]
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, Exercised
Weighted Average Exercise Price, Granted
Shares, Exercised
Weighted Average Exercise Price, Granted
Shares, Outstanding Balance	29,385	29,635
Weighted Average Exercise Price, Outstanding Balance	$ 83.81	$ 86.48
Weighted Average Remaining Term (Years), Outstanding	7 years 11 months 23 days	8 years 11 months 15 days
Shares, Outstanding Balance		18,218
Weighted Average Exercise Price, Outstanding Balance			$ 100

SUMMARY OF STOCK OPTION ACTIV_2

SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Equity [Abstract]
Shares Non-vested, Balance | shares	7,979
Weighted Average Grant Date Fair Value Non-vested, Balance | $ / shares	$ 55.70
Shares Non-vested, Vested | shares	(1,146)
Weighted Average Grant Date Fair Value Non-vested, Vested | $ / shares	$ 55.36
Shares Non-vested, Balance | shares	6,833
Weighted Average Grant Date Fair Value Non-vested, Balance | $ / shares	$ 55.75

SCHEDULE OF ANTI-DILUTIVE SECUR

SCHEDULE OF ANTI-DILUTIVE SECURITIES OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	438,776	882,924
Warrants To Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		384,694
Series A Preferred Stock Convertible To Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	438,776	498,230

EQUITY TRANSACTIONS (Details Na

EQUITY TRANSACTIONS (Details Narrative) - USD ($)						3 Months Ended		12 Months Ended
	Mar. 17, 2023	Nov. 14, 2022	Sep. 29, 2022	Jun. 10, 2022	Apr. 02, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized				500,000,000		500,000,000		500,000,000
Common stock, shares outstanding						628,121		618,506
Conversion of stock shares				438,776
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 granted
Share based compensation, stock option vested						1,146
Share based compensation, stock option exercise price
Share-based compensation arrangement by share-based payment award, options,outstanding number						29,385	29,635	29,385	29,635
Share-based compensation arrangement by share-based payment award, vested ,outstanding number						22,552	18,218
Employee benefits and share based compensation						$ 41,000	$ 112,000
Aggregate intrinsic value						$ 115,000
Weighted average remaining contractual term						1 year 8 months 26 days
Antidilutive securities excluded from computation						438,776	882,924
Reverse Stock Split [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of stock shares						438,776
Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Antidilutive securities excluded from computation						489,680	2,196
Stock Options [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Antidilutive securities excluded from computation						29,385	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		438,776,170		438,776,170
Conversion of stock, shares						0
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 1000:1 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						438,776,170
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares outstanding						628,121		618,506
Stock Issued During Period Shares Conversion Of Units	9,615
Stock Issued During Period Value Conversion Of Units	$ 10,000
Common Stock [Member] | Purchase Agreement Member
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of new shares		15,000	112,500
Warrant [Member] | Purchase Agreement Member
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock and warrants purchase		7,250	56,250
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 granted					54,750
Share based compensation, stock option vested					4,750
Share based compensation, stock option exercise price					$ 70

COMMITMENTS & CONTINGENCIES (De

COMMITMENTS & CONTINGENCIES (Details Narrative) - USD ($)					3 Months Ended
	Mar. 02, 2022	Dec. 23, 2021	Jan. 02, 2021	Jun. 15, 2020	Mar. 31, 2023	Mar. 31, 2022
Loss Contingencies [Line Items]
Employment bonus					$ 165,257	$ 347,219
Share-based compensation arrangement by share-based payment		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					41,000	112,000
Equity award based compensation expense						$ 114,000
Professional Fees			$ 22,500
Accrued Liabilities					138,625
Sinclair Broadcast Group Inc [Member]
Loss Contingencies [Line Items]
Advertising expense					75,000
ITN Network, LLC [Member]
Loss Contingencies [Line Items]
Advertising expense					$ 45,000
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
[custom:IncreaseInProfessionalAverageFeePercentage-0]				5%
Consulting Agreement [Member] | Aplha IR Group [Member]
Loss Contingencies [Line Items]
Professional average fee	$ 9,750

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)							3 Months Ended
	Mar. 27, 2023	Feb. 28, 2023	Feb. 24, 2023	Aug. 08, 2022	Jun. 09, 2022	Jun. 09, 2022	Mar. 31, 2023	Feb. 02, 2023	Mar. 31, 2022
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	$ 3,500,000
Securities purchase agreement [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
Two accredited investors [Member] | Securities purchase agreement [Member]
Short-Term Debt [Line Items]
Interest rate					10%	10%
Debt instrument, face amount					$ 272,500	$ 272,500
Debt effective rate					65%	65%
Accredited investors [Member] | Securities purchase agreement [Member]
Short-Term Debt [Line Items]
Debt instrument description					For the first six months, the Company had the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid.	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 Volume Average Weighted Price (“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]
Interest rate				10%				10%
Debt instrument description		For the first six months, the Company has the right to prepay the note at a premium of between 25% and 40% depending on when it is repaid		For the first six (6) months, the Company had the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid.
Debt instrument, face amount		$ 150,000		$ 65,000
Debt effective rate		65%		65%
Notes Payable [Member]
Short-Term Debt [Line Items]
Debt instrument periodic payment							$ 5,800
Interest rate							5%
Debt instrument description							The Company finalized an eighteen-month extension to March 1, 2021.
Debt instrument periodic payment							$ 1,000
Notes Payable [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Interest rate							5%
Notes Payable [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Interest rate							3%
Notes Payable [Member] | Merger [Member]
Short-Term Debt [Line Items]
Maturity date							Aug. 01, 2019
Promissory Note [Member]
Short-Term Debt [Line Items]
Notes payable									$ 69,000

SCHEDULE OF NET IDENTIFIABLE AS

SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED (Details) - USD ($)	Mar. 31, 2023	Dec. 22, 2022	Sep. 07, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Total costs of the asset acquisition	$ 792,256
Intellectual Property [Member]
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
Liabilities assumed – legal and administrative costs			(999,728)
Intangible assets: IPR&D			1,245,948
Net identifiable assets acquired			$ 246,689

SCHEDULE OF NET IDENTIFIABLE _2

SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($)	Dec. 22, 2022	Mar. 31, 2023	Sep. 07, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Total costs of the asset acquisition		$ 792,256
Intellectual Property [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
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
Scion Agreement [Member] | Qualified Funding/Uplifting [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	45,000
Scion Agreement [Member] | 1-Year Anniversary of Uplifting [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	75,000
Scion Agreement [Member] | 2-Year Anniversary of Uplifting [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	120,000
Scion Agreement [Member] | Initiation of SkinDisc Study [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	50,000
Scion Agreement [Member] | Receipt of Approval/Clearance that would Allow SkinDisc to go to Market [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	100,000
Scion Agreement [Member] | Submission for Specific and Individual Reimbursement Codes Relating to SkinDisc [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	25,000
Scion Agreement [Member] | Receipt of Specific and Individual Reimbursement Codes Relating to SkinDisc [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	50,000
Scion Agreement [Member] | Completion of SkinDisc Study [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	50,000
Scion Agreement [Member] | Launch of Any Additional SkinDisc Product Line Extension [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	$ 100,000
Scion Agreement [Member] | Sales [Member]
Acquired Finite-Lived Intangible Assets [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
Scion Agreement [Member] | Cumulative Net Sales from SkinDisc of $600,000 [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	$ 200,000
Scion Agreement [Member] | Cumulative Net Sales from SkinDisc of $2,000,000 [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	150,000
Scion Agreement [Member] | Cumulative Net Sales from SkinDisc of $4,000,000 [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	300,000
Scion Agreement [Member] | Net Sales from SkinDisc of $6,000,000 [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Performance payment	$ 300,000

SCHEDULE OF PERFORMANCE PAYMENT

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

ACQUISITIONS (Details Narrative

ACQUISITIONS (Details Narrative) - USD ($)			12 Months Ended
	Dec. 22, 2022	Sep. 07, 2022	Dec. 31, 2022	Mar. 31, 2023
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
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets				$ 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 LLC [Member]
Business Acquisition [Line Items]
Ownership percentage				33.30%

SUMMARY OF ISSUANCE OF WARRANTS

SUMMARY OF ISSUANCE OF WARRANTS (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Common Stock Warrants
Number of Shares, Warrants Outstanding and Exercisable, Beginning	447,967	406,301
Weighted Average Exercise Price Outstanding and Exercisable, Beginning	$ 10.90	$ 35
Weighted Average Remaining Contractual Life Warrants Outstanding and Exercisable, Beginning	6 years 7 months 24 days	8 years 2 months 1 day
Number of shares , Expired	(787)	(20,411)
Weighted Average Exercise Price, Expired	$ 489.80	$ 33
Number of Shares, Exercised		(83,579)
Weighted Average Exercise Price, Exercised		$ 10
Number of Shares, Warrants Granted	42,500	84,579
Weighted Average Exercise Price, Granted	$ 2	$ 10
Weighted Average Remaining Contractual Life Warrants Granted	4 years 11 months 1 day	4 years 10 months 17 days
Number of Shares, Warrants Outstanding and Exercisable, Ending	489,680	386,890
Weighted Average Exercise Price, Outstanding and Exercisable, Balance	$ 9.35	$ 20
Weighted Average Remaining Contractual Life Outstanding and Exercisable		7 years 6 months 25 days

SCHEDULE OF ISSUANCE OF WARRANT

SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2023 $ / shares shares	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
2/09/2022 Granted For Services Provided [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	1,000
Stock Price	$ 32
Warrant exercise price	14
Warrant Grant Date Fair Value	$ 31
Life of Warrant	5 years
Measurement Input, Risk Free Interest Rate [Member] | 2/09/2022 Granted For Services Provided [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	1.82
Measurement Input, Price Volatility [Member] | 2/09/2022 Granted For Services Provided [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188.69
1/19/2022 Granted For Inducement Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	3,732
Stock Price	$ 63.25
Warrant exercise price	14
Warrant Grant Date Fair Value	$ 62
Life of Warrant	5 years
1/19/2022 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
1/19/2022 Granted For Inducement Agreement [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	187.79
1/20/2022 Granted For Inducement Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	372
Stock Price	$ 64.50
Warrant exercise price	14
Warrant Grant Date Fair Value	$ 64
Life of Warrant	5 years
1/20/2022 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
1/20/2022 Granted For Inducement Agreement [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	187.85
Granted For Inducement Agreemen Two [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	187
Stock Price	$ 64.50
Warrant exercise price	14
Warrant Grant Date Fair Value	$ 64
Life of Warrant	5 years
Granted For Inducement Agreemen 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 Agreemen Two [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	187.85
1/24/2022 Granted For Inducement Agreement Three [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	374
Stock Price	$ 48
Warrant exercise price	14
Warrant Grant Date Fair Value	$ 47
Life of Warrant	5 years
1/24/2022 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
1/24/2022 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
1/25/2022 Granted For Inducement Agreement Four [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	3,744
Stock Price	$ 49.10
Warrant exercise price	$ 14
Warrant Grant Date Fair Value		$ 48
Life of Warrant	5 years
1/25/2022 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
1/25/2022 Granted For Inducement Agreement Four [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	188
2/02/2022 Granted For Inducement Agreement Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	3,741
Stock Price	$ 44.55
Warrant exercise price	14
Warrant Grant Date Fair Value	$ 44
Life of Warrant	5 years
2/02/2022 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
2/02/2022 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
2/04/2022 Granted For Inducement Agreement Six [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	6,935
Stock Price	$ 44.38
Warrant exercise price	14
Warrant Grant Date Fair Value	$ 43
Life of Warrant	5 years
2/04/2022 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
2/04/2022 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
2/04/2022 Granted For Inducement Agreement Seven [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	13,870
Stock Price	$ 44.38
Warrant exercise price	14
Warrant Grant Date Fair Value	$ 43
Life of Warrant	5 years
2/04/2022 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
2/04/2022 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
2/22/2022 Granted For Inducement Agreement Eight [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	41,609
Stock Price	$ 32.88
Warrant exercise price	14
Warrant Grant Date Fair Value	$ 32
Life of Warrant	5 years
2/22/2022 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
2/22/2022 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
2/22/2022 Granted For Inducement Agreement Nine [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	693
Stock Price	$ 32.88
Warrant exercise price	14
Warrant Grant Date Fair Value	$ 32
Life of Warrant	5 years
2/22/2022 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
2/22/2022 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]
Exercise on aggregate of warrants | shares	8,322
Stock Price	$ 28
Warrant exercise price	$ 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
9/27/2022 Granted for Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	56,250
Stock Price	$ 6
Warrant exercise price	2.50
Warrant Grant Date Fair Value	$ 5.94
Life of Warrant	5 years
9/27/2022 Granted for Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	4.21
9/27/2022 Granted for Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	213.54
11/14/2022 Granted for Securities Purchase Agreement One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	7,500
Stock Price	$ 5.75
Warrant exercise price	2.50
Warrant Grant Date Fair Value	$ 5.69
Life of Warrant	5 years
11/14/2022 Granted for Securities Purchase Agreement One [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	4
11/14/2022 Granted for Securities Purchase Agreement One [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	213.28
Granted For Convertible Note Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	30,000
Stock Price	$ 1.60
Warrant exercise price	2
Warrant Grant Date Fair Value	$ 1.57
Life of Warrant	5 years
Granted For Convertible Note Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	4.16
Granted For Convertible Note Agreement [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	211.43
Granted For Convertible Note Agreemen tOne [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	10,000
Stock Price	$ 1.70
Warrant exercise price	2
Warrant Grant Date Fair Value	$ 1.68
Life of Warrant	5 years
Granted For Convertible Note Agreemen tOne [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	3.59
Granted For Convertible Note Agreemen tOne [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	218.15
Granted For Convertible Note Agreement Two [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise on aggregate of warrants | shares	2,500
Stock Price	$ 1.60
Warrant exercise price	2
Warrant Grant Date Fair Value	$ 1.58
Life of Warrant	5 years
Granted For Convertible Note Agreement Two [Member] | Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	3.63
Granted For Convertible Note Agreement Two [Member] | Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant Input, Percentage	218.17

COMMON STOCK WARRANTS (Details

COMMON STOCK WARRANTS (Details Narrative)	3 Months Ended
	Mar. 31, 2023 USD ($)
Warrant Issued [Member]
General and Administrative Expense	$ 68,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 12, 2023	Mar. 27, 2023	Feb. 24, 2023	Feb. 23, 2023	Mar. 31, 2023
Subsequent Event [Line Items]
Convertible shares percentage		20%	20%
Subsequent Event [Member]
Subsequent Event [Line Items]
Accrued unpaid interest rate percentage	8%
Convertible shares percentage	20%
Securities purchase agreement [Member]
Subsequent Event [Line Items]
Convertible notes payable current			$ 300,000
[custom:NumberOfSharesIsuuedAndOutstandingPercentage]				20%
Debt Instrument, Convertible, Conversion Price			$ 0.001	$ 2
[custom:WarrantTerm]				5 years
Warrant exercise price		$ 2	$ 2	$ 2
Investor [Member] | Securities purchase agreement [Member]
Subsequent Event [Line Items]
Convertible notes payable current		$ 125,000
Warrant exercise price		$ 2			$ 2
Investor [Member] | Securities purchase agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Convertible notes payable current	$ 35,000
[custom:NumberOfSharesIsuuedAndOutstandingPercentage]	20%
Debt Instrument, Convertible, Conversion Price	$ 2
[custom:WarrantTerm]	5 years
Warrant exercise price	$ 2