Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 23, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55657 | |
Entity Registrant Name | NEUROPATHIX, INC. | |
Entity Central Index Key | 0001615999 | |
Entity Tax Identification Number | 46-2645343 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 3805 Old Easton Road | |
Entity Address, City or Town | Doylestown | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 18902 | |
City Area Code | (858) | |
Local Phone Number | 883-2642 | |
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 | 93,810,559 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 102,194 | $ 15,677 |
Prepaid expenses | 5,833 | 122,313 |
Other receivables | 400 | 400 |
Total Current Assets | 108,427 | 138,390 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 63,665 | 69,192 |
Operating lease right-of-use assets | 198,140 | |
Security deposits | 17,121 | 17,121 |
Total Non-Current Assets | 278,926 | 86,313 |
TOTAL ASSETS | 387,353 | 224,703 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 824,777 | 799,903 |
Unearned revenue | 112,980 | |
Payroll and related liabilities | 521,557 | 530,189 |
Loan payable | 900,000 | 900,000 |
Loan payable - related party | 42,092 | 42,092 |
Convertible notes payable | 305,000 | 305,000 |
Convertible notes payable - related party, net of debt discount of $0 and $6,028, respectively | 150,000 | 143,972 |
Finance lease obligations | 12,860 | 12,860 |
Due to related party, net | 31,973 | 46,860 |
Operating lease liabilities | 114,816 | |
Derivative liabilities | 695,281 | 89,171 |
Total Current Liabilities | 3,598,356 | 2,983,027 |
LONG TERM LIABILITIES: | ||
Loan payable - long term | 107,910 | 107,910 |
Convertible notes payable - long term, net of discount of $50,000 and $0, respectively | 376,373 | 376,373 |
Convertible notes payable - long term - related party, net of debt discount of $100,000 and $0, respectively | ||
Finance lease obligation - long term | 17,359 | 20,776 |
Patent purchase liability - long term | 381,865 | 381,865 |
Operating lease liabilities - long term | 83,324 | |
Derivative liabilities - long term | 1,073,762 | 341,507 |
Total Long Term Liabilities | 2,040,593 | 1,228,431 |
TOTAL LIABILITIES | 5,638,949 | 4,211,458 |
Commitments and contingencies (Note 14) | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock, $0.0001 par value, 200,000,000 authorized, 93,060,559 and 91,060,559 issued and outstanding as of March 31, 2022 and December 31, 2021 | 9,306 | 9,106 |
Additional paid-in capital | 12,925,852 | 12,595,288 |
Accumulated deficit | (18,186,754) | (16,591,149) |
TOTAL STOCKHOLDERS' DEFICIT | (5,251,596) | (3,986,755) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 387,353 | 224,703 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, value | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt discount related party | $ 0 | $ 6,028 |
Unamortized noncurrent | 50,000 | 0 |
Convertible note related party | $ 100,000 | $ 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 93,060,559 | 91,060,559 |
Common Stock, Shares, Outstanding | 93,060,559 | 91,060,559 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 75 | 75 |
Preferred Stock, Shares Issued | 75 | 75 |
Preferred Stock, Shares Outstanding | 75 | 75 |
Liquidation preference | $ 75,000 | $ 75,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 75 | 75 |
Preferred Stock, Shares Issued | 75 | 75 |
Preferred Stock, Shares Outstanding | 75 | 75 |
Liquidation preference | $ 75,000 | $ 75,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
NET REVENUES: | ||
Grant revenue | $ 207,980 | $ 32,000 |
TOTAL NET REVENUES | 207,980 | 32,000 |
OPERATING EXPENSES: | ||
Research and development | 219,760 | 128,648 |
General and administrative | 354,580 | 987,189 |
TOTAL OPERATING EXPENSES | 574,340 | 1,115,837 |
LOSS FROM OPERATIONS | (366,360) | (1,083,837) |
OTHER INCOME (EXPENSE): | ||
Interest income (expense), net | (304,553) | (134,521) |
Change in fair value of derivative liabilities | (924,692) | (110,216) |
TOTAL OTHER INCOME (EXPENSE) | (1,229,245) | (244,737) |
NET LOSS BEFORE INCOME TAX | (1,595,605) | (1,328,574) |
Income tax expense | ||
NET LOSS | $ (1,595,605) | $ (1,328,574) |
Loss per common share - basic and diluted | $ (0.02) | $ (0.02) |
Weighted average common shares outstanding - basic and diluted | 92,349,448 | 82,806,466 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stocks [Member] | Series B Preferred Stocks [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 0 | $ 0 | $ 7,767 | $ 9,830,944 | $ (13,033,363) | $ (3,194,652) |
Beginning balance, shares at Dec. 31, 2020 | 75 | 75 | 77,670,908 | |||
Stock based compensation | 453,950 | 453,950 | ||||
Issuance of common stock for cash | $ 727 | 813,030 | 813,757 | |||
Issuance of common stock for cash, Shares | 7,268,188 | |||||
Issuance of common stock for conversion of notes payable and accrued interest | $ 99 | 89,632 | 89,731 | |||
Issuance of common stock for conversion of notes payable and accrued interest, Shares | 988,069 | |||||
Issuance of common stock for services | $ 52 | 105,243 | 105,295 | |||
Issuance of common stock for services, Shares | 525,000 | |||||
Issuance of common stock in lieu of deferred compensation | $ 69 | 89,931 | 90,000 | |||
Issuance of common stock in lieu of deferred compensation, Shares | 692,308 | |||||
Issuance of common stock due to settlement of accrued expenses | $ 52 | 103,948 | 104,000 | |||
Issuance of common stock due to settlement of accrued expenses, Shares | 520,000 | |||||
Issuance of common stock for payment of patent purchase liability | $ 31 | 59,969 | 60,000 | |||
Issuance of common stock for payment of patent purchase liability, Shares | 313,972 | |||||
Reduction of derivative liability due to conversions | 68,072 | 68,072 | ||||
Net loss | (1,328,574) | (1,328,574) | ||||
Ending balance, value at Mar. 31, 2021 | $ 0 | $ 0 | $ 8,797 | 11,614,719 | (14,361,937) | (2,738,421) |
Ending balance, shares at Mar. 31, 2021 | 75 | 75 | 87,978,445 | |||
Beginning balance, value at Dec. 31, 2021 | $ 0 | $ 0 | $ 9,106 | 12,595,288 | (16,591,149) | (3,986,755) |
Beginning balance, shares at Dec. 31, 2021 | 75 | 75 | 91,060,559 | |||
Stock based compensation | 277,154 | 277,154 | ||||
Issuance of common stock for cash | 200 | 53,410 | 53,610 | |||
Net loss | (1,595,605) | (1,595,605) | ||||
Ending balance, value at Mar. 31, 2022 | $ 9,306 | $ 12,925,852 | $ (18,186,754) | $ (5,251,596) | ||
Ending balance, shares at Mar. 31, 2022 | 75 | 75 | 93,060,559 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,595,605) | $ (1,328,574) |
Adjustments to reconcile net loss to net cash | ||
Depreciation | 5,527 | 4,445 |
Amortization of debt discount | 6,028 | 100,187 |
Stock based compensation | 277,154 | 453,950 |
Issuance of common stock for services | 157,294 | |
amortization of right of use assets | 26,760 | |
Non-cash interest expense | 263,673 | |
Change in fair value of derivative liabilities | 924,692 | 110,216 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 123,000 | |
Security deposits | 116,480 | |
Accounts payable and accrued expenses | 24,874 | (114,302) |
Payroll and related liabilities | (8,632) | 74,748 |
Unearned revenue | (112,980) | |
Operating lease liabilities | (26,760) | |
Due to related party, net | (14,887) | (26,843) |
NET CASH USED IN OPERATING ACTIVITIES | (113,676) | (445,879) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (8,100) | |
NET CASH USED IN INVESTING ACTIVITIES | (8,100) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 53,610 | 757,320 |
Principal payments toward finance lease obligations | (3,417) | (2,025) |
Proceeds from convertible notes payable, related parties | 100,000 | |
Proceeds from convertible notes payable | 50,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 200,193 | 755,295 |
Net increase in cash | 86,517 | 301,316 |
Cash, beginning of period | 15,677 | 21,874 |
Cash, end of period | 102,194 | 323,190 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 546 | 798 |
Cash paid for taxes | ||
NON-CASH ACTIVITIES: | ||
Recognition of right of use asset | 224,900 | |
Debt discount upon the issuance of convertible note payable | 150,000 | |
Issuance of common stock for conversion of notes payable and accrued interest | 89,731 | |
Issuance of common stock for payment of patent purchase liability | 60,000 | |
Issuance of common stock in lieu of deferred compensation | 90,000 | |
Receivable upon the issuance of common shares | 56,438 | |
Property and equipment financed through capital leases | 16,537 | |
Reduction of derivative liability | 68,072 | |
Settlement of accrued expenses through issuance of common stock | $ 52,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 – Organization and Nature of Operations Neuropathix, Inc. (the “Company”) was incorporated under the laws of the state of Delaware on March 25, 2013 On November 9, 2018, the Company filed an amendment to its certificate of incorporation with the Delaware Secretary of State that changed its name to Kannalife, Inc. On November 4, 2020, the Company filed an amendment to its certificate of incorporation with the Delaware Secretary of State that changed its name to Neuropathix, Inc. The Company concurrently submitted a request to FINRA for approval of the name change as well as a ticker symbol change from “KLFE” to “NPTX.” The Company’s name change and ticker symbol change was reviewed and processed by FINRA and went effective November 6, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies The significant accounting policies used in the preparation of the condensed consolidated financial statements are as follows: Basis of Presentation We have prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These condensed consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2022. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with our audited financial statements and accompanying notes for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022. Significant Risks and Uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property. In December 2019, a novel strain of coronavirus, commonly known as COVID-19, surfaced. The spread of COVID-19 around the world since 2020 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, the Company is unable to determine if it will have a material impact to its operations. The Company’s operations as of March 31, 2022 have not been significantly affected, but may be affected in the future, by the ongoing outbreak of COVID-19 which was declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company. Revenue Recognition It is the Company’s policy that revenues are recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s financial statements. Our revenues consist of state and federal research grants and fees received from research services for third-party product development. These revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. On September 28, 2021, the Company received a notice of award for a $ 2.97 977,054 991,944 1,001,774 207,980 Use of Estimates The preparation of consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to, establishing the fair value of marketable securities and periodically evaluating marketable securities for potential impairment, fair value of the Company’s stock, stock-based compensation, valuation of derivative liabilities and valuation allowance relating to the Company’s deferred tax assets. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing income for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. The weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, was 65,074,895 29,446,224 Research and Development In accordance with FASB ASC 730, Research and Development 219,760 128,648 Stock Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense, which is included in the general and administrative expense in the consolidated financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Recently adopted accounting standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company (as an EGC) that is taking advantage of the extended transition period offered to private entities would apply this for fiscal years beginning after December 15, 2021. On January 1, 2022, the Company adopted ASU 2016-02 and its related amendments, which changed our accounting for leases. As a result of this change, we recognized right-of-use assets and lease liabilities on the consolidated balance sheet for all leases with a term longer than 12 months and classified them as operating leases. The right-of-use assets and lease liabilities have been measured by the present value of remaining lease payments over the lease term using our incremental borrowing rates or implicit rates, when readily determinable. |
Going Concern and Management_s
Going Concern and Management’s Liquidity Plans | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management’s Liquidity Plans | Note 3 – Going Concern and Management’s Liquidity Plans The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying condensed consolidated financial statements, the Company has had a loss from operations of $ 1,595,605 1,328,574 18,186,754 In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management plans to raise additional capital through the sale common stock and/or preferred stock or traditional debt. However, there are no assurances that such additional funding will be achieved or that management’s plans will be successful. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements The Company follows FASB ASC 820, Fair Value Measurements and Disclosures Level 1 - Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 - Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 - Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts reported in the Company’s condensed consolidated financial statements for cash, accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these financial instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. The following table presents liabilities that are measured and recognized at fair value as of March 31, 2022 and December 31, 2021, on a recurring basis: Fair Value, Liabilities Measured on Recurring Basis March 31, 2022 Level 1 Level 2 Level 3 Total Carrying Value Derivative liabilities $ — $ — $ 1,769,043 $ 1,769,043 December 31, 2021 Level 1 Level 2 Level 3 Total Carrying Value Derivative liabilities $ — $ — $ 430,678 $ 430,678 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at March 31, 2022 and December 31, 2021 consisted of the following: Accounts payable and accrued expenses March 31, 2022 December 31, 2021 Accounts payable and accrued expenses $ 478,762 $ 485,628 Accrued interest 346,015 314,275 Totals $ 824,777 $ 799,903 |
PAYROLL AND RELATED LIABILITIES
PAYROLL AND RELATED LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
PAYROLL AND RELATED LIABILITIES | NOTE 6 – PAYROLL AND RELATED LIABILITIES Payroll and related liabilities at March 31, 2022 and December 31, 2021 consisted of the following: Schedule of Payroll and Related Liabilities March 31, 2022 December 31, 2021 Payroll $ 279,963 $ 288,780 Payroll taxes 241,594 241,409 Totals $ 521,557 $ 530,189 As of March 31, 2022, the Company has accrued payroll and payroll taxes in connection with salaries paid and accrued to four officers of the Company which includes $ 214,463 As of December 31, 2021, the Company has accrued payroll and payroll taxes in connection with salaries paid and accrued to four officers of the Company which includes $ 190,000 75,000 |
LOAN PAYABLE
LOAN PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 7 – LOAN PAYABLE Schedule of Loans Payable March 31, 2022 December 31, 2021 Loan payable at 8 December 31, 2021 * $ 850,000 $ 850,000 Loan payable at 0 June 11, 2021 * 50,000 50,000 Loan payable at 0.25 July 26, 2023 * 107,910 107,910 Total 1,007,910 1,007,910 Less: short term loans 900,000 900,000 Total long-term loans $ 107,910 $ 107,910 * - unsecured note Total interest expense on notes payable, amounted to $ 16,830 16,767 211,827 194,997 |
LOAN PAYABLE _ RELATED PARTY
LOAN PAYABLE – RELATED PARTY | 3 Months Ended |
Mar. 31, 2022 | |
Loan Payable Related Party | |
LOAN PAYABLE – RELATED PARTY | NOTE 8 – LOAN PAYABLE – RELATED PARTY As previously reported, the Company borrowed $ 42,092 and issued a promissory note with a maturity date of March 31, 2020 which was later extended to March 31, 2022 . No demand letter has been received and the Company is in negotiations to extend the maturity date of the note. The loans represent working capital advances from shareholders, bear interest at 0.5 226 |
FINANCE LEASE OBLIGATIONS
FINANCE LEASE OBLIGATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
FINANCE LEASE OBLIGATIONS | NOTE 9 – FINANCE LEASE OBLIGATIONS In September 2019, the Company entered into a lease agreement with Thermo Fisher Scientific to acquire equipment with 48 941 12 17,016 33,346 In March 2021, the Company entered into another lease agreement with Thermo Fisher Scientific to acquire equipment with 36 699 13 13,203 19,399 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE Prior to the Share Exchange, discussed in Note 1, the Company issued a convertible note to an investor, face value of $ 500,000 500,000 3 February 16, 2030 0.10 1,500,000 123,627 26,373 376,373 In December 2019, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to sell to the investor a $ 100,000 convertible note bearing interest at 8 % per annum (the “Note”). The Note matured two years from the date of issuance. The Note is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of 75% of the average closing price of the Company’s common stock on the fifteen days prior to conversion. The Company may not prepay this Note within the first six months. (a) elects to repay the Note, it must do so at a premium of one hundred and twenty five percent (125%) of the face amount of the Note, together with all unpaid and accrued interest to the date of repayment. (b) elects to involuntarily exercise conversion of this Note to the Holder, the Company must provide written notice to the Holder along with an executed copy of the Company’s Notice of Conversion, specifying that the Note shall be converted into shares of the Company’s Common Stock based upon at an effective conversion price of 75% of the average closing price of the Company’s common stock on the fifteen days prior to conversion. The embedded conversion feature of this Note was deemed to require bifurcation and liability classification, at fair value. Pursuant to the Securities Purchase Agreement, the Company also sold warrants to the investors to purchase up to an aggregate of 100,000 On June 8, 2020, the Company entered into a securities purchase agreement, dated as of June 2, 2020 (the “Purchase Agreement”), with an accredited investor pursuant to which the investor purchased a 12% unsecured convertible promissory note (the “12% Note”) from the Company. The 12 165,000 9,000 156,000 52,000 3,100 All principal amounts and the interest thereon are convertible into shares of the Company’s common stock at the option of the Investor, after six (6) months from the date of the 12% Note. All closings occurred following the satisfaction of customary closing conditions. The 12% Note is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of the lesser of (i) 68% multiplied by the lowest Trading Price (representing a discount rate of 32%) during the previous fifteen (15) trading day period ending on the latest complete trading day prior to the date of the 12% Note or (ii) the Variable Conversion Price 36,666 0.75 On June 23, 2020, the Company entered into a securities purchase agreement, dated as of June 19, 2020, with an accredited investor pursuant to which the investor purchased a 12 150,000 20,750 June 19, 2021 25,000 115,385 1.30 5,000,568 0.01 9,499,482 15,000,050 On March 21, 2022, the Company issued three convertible notes for cash on identical terms to three investors for an aggregate face value of $ 150,000 100,000 3 March 21, 2032 0.01 Total interest expense on convertible notes payable, was $15,663 and $94,194 for the three months ended March 31, 2022 and 2021, respectively. Total accrued interest on convertible notes payable, as of March 31, 2022 and December 31, 2021, was $ 82,689 109,102 |
CONVERTIBLE NOTES PAYABLE _ REL
CONVERTIBLE NOTES PAYABLE – RELATED PARTY | 3 Months Ended |
Mar. 31, 2022 | |
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract] | |
CONVERTIBLE NOTES PAYABLE – RELATED PARTY | NOTE 11 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY In January 2020, the Company sold $ 100,000 100,000 In February 2020, the Company sold an additional $ 50,000 , to the CEO of MJNA, a significant shareholder, under the Note and sold warrants to purchase up to an aggregate of 50,000 shares of common stock under the Securities Purchase Agreement. The fair value of the derivative liability and warrants as of the date of issuance was in excess of the Note (see Note 13) resulting in full discount of the Note. On March 21, 2022, the Company issued and aggregate of $ 100,000 Total interest expense on convertible notes payable – related party, inclusive of amortization of debt discount of $ 6,028 18,493 9,028 21,493 Total accrued interest on convertible notes payable – related party, as of March 31, 2022 and December 31, 2021, was $ 26,178 23,178 |
PATENT PURCHASE LIABILITY
PATENT PURCHASE LIABILITY | 3 Months Ended |
Mar. 31, 2022 | |
Patent Purchase Liability | |
PATENT PURCHASE LIABILITY | NOTE 12 – PATENT PURCHASE LIABILITY On December 15, 2021, the Company entered into an amendment agreement with AND/Brenneman that modified the schedule of issuance of shares to the following: All future Issuances of Shares under the IP Purchase and Transfer Agreement shall commence only upon the earlier of (a.) a full sale and acquisition of Neuropathix, Inc. to a third party acquiror and based upon the price per share of said acquisition of Neuropathix, Inc. by a third party, or (b.) the commencement of a human clinical trial of one or more of the AND Assets. In the event of the commencement of a human clinical trial, an installment process will commence with 1/5th of the transaction or $ 60,000 0.05 0.60 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | NOTE 13 – DERIVATIVE LIABILITIES The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. In addition, the Company issued warrants with variable conversion provisions. The conversion terms of the convertible notes and warrants are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. Based on the various convertible notes described in Note 10 and 11, the fair value of applicable derivative liabilities on notes, warrants and change in fair value of derivative liability are as follows for the three months ended March 31, 2022: Schedule of Derivative Liabilities Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Balance as of December 31, 2021 $ 89,171 $ 341,507 $ 430,678 Change in fair value 746,023 178,669 924,692 Change due to exercise / redemptions — — — Change due to issuances 413,673 — 413,673 Balance as of March 31, 2022 $ 1,248,867 $ 520,176 $ 1,769,043 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time the Company may get involved in legal proceedings arising in the ordinary course of business. Other than as set forth in “Legal Proceedings” in Part II below, the Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on its results of operations or financial condition. Concentrations All revenue recognized in the three months ended March 31, 2022 and 2021 was grant revenue. While the Company expects to maintain this contract for the entire term, loss of the grant would significantly impact its operations. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 15 – STOCKHOLDERS’ DEFICIT Series A Preferred Stock Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series A Preferred Stock. Each share of the Series A Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series A Preferred Stock are entitled to elect up to four (4) directors to the Company’s board of directors and have preferential rights in regard to the election of Series A directors. In all other voting matters, the holders of Series A Preferred Stock are entitled to cast 1,000 votes per share Series B Preferred Stock Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series B Preferred Stock. Each share of the Series B Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series B Preferred Stock are entitled to elect up to three (3) directors to the Company’s board of directors and have preferential rights in regard to the election of Series B directors. In all other voting matters, the holders of Series B Preferred Stock are entitled to cast 1,000 votes per share Common Stock The Company is authorized to issue 200,000,000 0.0001 All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company, subject to the rights of the preferred stockholders Equity Purchase Agreement with Cross & Company On September 18, 2020, the Company entered into an Equity Purchase Agreement with Cross and Company. We have the right to “put,” or sell, up to 8,108,108 shares of our common stock to Cross. Unless terminated earlier, Cross’s purchase commitment will automatically terminate on the earlier of the date on which Cross shall have purchased shares pursuant to the Equity Purchase Agreement for an aggregate purchase price of $6,000,000 or September 18, 2023. The purchase price per share is calculated at a fifteen percent discount of the lowest trading price of the Company’s common stock during the ten days after Cross and Co. receives the shares. During the period ending March 31, 2021, the Company issued 3,768,188 463,758 During the period ending March 31, 2022, the Company issued 2,000,000 53,610 Stock Options During the period ending March 31, 2022, the Company granted options to purchase 250,000 0.12 10 12,450 The remaining expense to be recognized for outstanding stock options through March 2024 is $ 1,017,335 For the three months ended March 31, 2022 and 2021, the Company recorded $ 250,139 382,473 The fair value of the options is estimated using a Black-Scholes Options Pricing Model with the following assumptions for the three months ended March 31, 2022: Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock on issuance date $ 0.05 Exercise price $ 0.12 Expected volatility 234.81 % Expected term (in years) 10 Risk-free interest rate 1.78 % Expected dividend yields — On March 12, 2021, the Company executed a second amendment to its 2019 Equity Incentive Plan to (i) replace all references to “Kannalife, Inc.,” the Company’s former name, to “Neuropathix, Inc.,” and (ii) increase the number of shares of Company common stock authorized for issuance thereunder 20,000,000 shares (the “Second Plan Amendment”). The Second Plan Amendment was approved by the Company’s Board of Directors on March 12, 2021. The Second Plan Amendment remains subject to shareholder approval, which the Company shall undertake to obtain as soon as reasonably practicable, but in no event later than one year from the amendment date. In the event that the Company does not obtain the requisite shareholder approval of the Second Plan Amendment within one year, the Second Plan Amendment shall not be effective. On March 11, 2022, the majority of shareholders of the Common Stock of the Company voted to ratify the 2019 Plan as amended. As of March 31, 2022, there were 13,000,000 The following is a summary of outstanding and exercisable options: Schedule of outstanding and exercisable options Numbers of Options Weighted Avg Exercise Price Weighted Avg Remaining Years Outstanding as of December 31, 2021 15,550,000 $ 0.34 8.81 Granted 250,000 0.12 9.79 Exercised — — — Forfeited — — — Expired — — — Outstanding as of March 31, 2022 15,800,000 $ 0.33 8.59 Outstanding as of March 31, 2022, vested 10,122,396 $ 0.39 8.45 Warrants On February 10, 2021, the Company entered into a letter agreement with Lyons Capital, pursuant to which the Company agreed to issue and sell 3,500,000 shares of the Company’s common stock, par value $ 0.0001 3,500,000 1,207,500 On March 15, 2022, the anti-dilution clause was triggered in one of the Company’s warrants and the exercise price was reset to $ 0.01 15,000,050 The following is a summary of outstanding and exercisable warrants: Schedule of outstanding and exercisable warrants Number of Shares Weighted Average Exercise Price Balance at December 31, 2021 9,287,234 $ 0.11 Issued — — Reset 9,499,482 0.01 Expired — — Balance at March 31, 2022 18,786,716 $ 0.06 At March 31, 2022, 18,786,716 362,422 3.31 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16 – RELATED PARTY TRANSACTIONS The Company’s Chief Executive Officer (“CEO”) shares the use of the leased office space for personal living quarters. The CEO reimburses the Company for 50% of the monthly rent, or $ 2,800 On March 12, 2021, the Company issued its CEO 692,308 0.13 90,000 See Notes 8, 11, 14 and 15 for additional related party transactions. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
LEASES | NOTE 17 – LEASES On April 1, 2014, the Company entered into a one year lease arrangement for office space, with the option to renew the lease annually. The lease has been renewed through May 2023. The monthly rent payment is $ 5,600 15,000 On July 1, 2018, we entered into a one year lease arrangement for additional office space, with the option to renew the lease annually. On July 1, 2021, the lease was renewed for three 3 6,203 At March 31, 2022, the future undiscounted minimum lease payments under the noncancellable leases are as follows: Schedule of Future Minimum Rental Payments for Operating Leases For the nine month period ending December 31, 2022 $ 94,844 Year ending December 31, 2023 88,309 Year ending December 31, 2024 30,747 Total undiscounted finance lease payments $ 213,898 Less: Imputed interest 15,759 Present value of finance lease liabilities 198,140 The operating lease liabilities of $ 198,140 8 For the three months ended March 31, 2022 and 2021, occupancy expense attributed to these leases were $ 31,081 46,309 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS In April and May 2022, the Company, exercised put options and sold and aggregate of 750,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These condensed consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2022. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with our audited financial statements and accompanying notes for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property. In December 2019, a novel strain of coronavirus, commonly known as COVID-19, surfaced. The spread of COVID-19 around the world since 2020 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, the Company is unable to determine if it will have a material impact to its operations. The Company’s operations as of March 31, 2022 have not been significantly affected, but may be affected in the future, by the ongoing outbreak of COVID-19 which was declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company. |
Revenue Recognition | Revenue Recognition It is the Company’s policy that revenues are recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s financial statements. Our revenues consist of state and federal research grants and fees received from research services for third-party product development. These revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. On September 28, 2021, the Company received a notice of award for a $ 2.97 977,054 991,944 1,001,774 207,980 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to, establishing the fair value of marketable securities and periodically evaluating marketable securities for potential impairment, fair value of the Company’s stock, stock-based compensation, valuation of derivative liabilities and valuation allowance relating to the Company’s deferred tax assets. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing income for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. The weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, was 65,074,895 29,446,224 |
Research and Development | Research and Development In accordance with FASB ASC 730, Research and Development 219,760 128,648 |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense, which is included in the general and administrative expense in the consolidated financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Recently adopted accounting standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company (as an EGC) that is taking advantage of the extended transition period offered to private entities would apply this for fiscal years beginning after December 15, 2021. On January 1, 2022, the Company adopted ASU 2016-02 and its related amendments, which changed our accounting for leases. As a result of this change, we recognized right-of-use assets and lease liabilities on the consolidated balance sheet for all leases with a term longer than 12 months and classified them as operating leases. The right-of-use assets and lease liabilities have been measured by the present value of remaining lease payments over the lease term using our incremental borrowing rates or implicit rates, when readily determinable. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | Fair Value, Liabilities Measured on Recurring Basis March 31, 2022 Level 1 Level 2 Level 3 Total Carrying Value Derivative liabilities $ — $ — $ 1,769,043 $ 1,769,043 December 31, 2021 Level 1 Level 2 Level 3 Total Carrying Value Derivative liabilities $ — $ — $ 430,678 $ 430,678 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | Accounts payable and accrued expenses March 31, 2022 December 31, 2021 Accounts payable and accrued expenses $ 478,762 $ 485,628 Accrued interest 346,015 314,275 Totals $ 824,777 $ 799,903 |
PAYROLL AND RELATED LIABILITI_2
PAYROLL AND RELATED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Payroll and Related Liabilities | Schedule of Payroll and Related Liabilities March 31, 2022 December 31, 2021 Payroll $ 279,963 $ 288,780 Payroll taxes 241,594 241,409 Totals $ 521,557 $ 530,189 |
LOAN PAYABLE (Tables)
LOAN PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | Schedule of Loans Payable March 31, 2022 December 31, 2021 Loan payable at 8 December 31, 2021 * $ 850,000 $ 850,000 Loan payable at 0 June 11, 2021 * 50,000 50,000 Loan payable at 0.25 July 26, 2023 * 107,910 107,910 Total 1,007,910 1,007,910 Less: short term loans 900,000 900,000 Total long-term loans $ 107,910 $ 107,910 * - unsecured note |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Liabilities | |
Schedule of Derivative Liabilities | Schedule of Derivative Liabilities Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Balance as of December 31, 2021 $ 89,171 $ 341,507 $ 430,678 Change in fair value 746,023 178,669 924,692 Change due to exercise / redemptions — — — Change due to issuances 413,673 — 413,673 Balance as of March 31, 2022 $ 1,248,867 $ 520,176 $ 1,769,043 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of share-based payment award, stock options, valuation assumptions | Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock on issuance date $ 0.05 Exercise price $ 0.12 Expected volatility 234.81 % Expected term (in years) 10 Risk-free interest rate 1.78 % Expected dividend yields — |
Schedule of outstanding and exercisable options | Schedule of outstanding and exercisable options Numbers of Options Weighted Avg Exercise Price Weighted Avg Remaining Years Outstanding as of December 31, 2021 15,550,000 $ 0.34 8.81 Granted 250,000 0.12 9.79 Exercised — — — Forfeited — — — Expired — — — Outstanding as of March 31, 2022 15,800,000 $ 0.33 8.59 Outstanding as of March 31, 2022, vested 10,122,396 $ 0.39 8.45 |
Schedule of outstanding and exercisable warrants | Schedule of outstanding and exercisable warrants Number of Shares Weighted Average Exercise Price Balance at December 31, 2021 9,287,234 $ 0.11 Issued — — Reset 9,499,482 0.01 Expired — — Balance at March 31, 2022 18,786,716 $ 0.06 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Schedule of Future Minimum Rental Payments for Operating Leases | Schedule of Future Minimum Rental Payments for Operating Leases For the nine month period ending December 31, 2022 $ 94,844 Year ending December 31, 2023 88,309 Year ending December 31, 2024 30,747 Total undiscounted finance lease payments $ 213,898 Less: Imputed interest 15,759 Present value of finance lease liabilities 198,140 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Date of Incorporation | Mar. 25, 2013 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Product Information [Line Items] | ||
Weighted average number of common stock, anti-dilutive | 65,074,895 | 29,446,224 |
Research and Development | $ 219,760 | $ 128,648 |
Revenue, Rights Granted [Member] | ||
Product Information [Line Items] | ||
Grant revenue | 207,980 | |
Phase 2 S T T R Study Grant [Member] | ||
Product Information [Line Items] | ||
Grant revenue | 2,970,000 | |
Phase 2 S T T R Study Grant [Member] | Year One [Member] | ||
Product Information [Line Items] | ||
Grant revenue | 977,054 | |
Phase 2 S T T R Study Grant [Member] | Year Two [Member] | ||
Product Information [Line Items] | ||
Grant revenue | 991,944 | |
Phase 2 S T T R Study Grant [Member] | Year Three [Member] | ||
Product Information [Line Items] | ||
Grant revenue | $ 1,001,774 |
Going Concern and Management__2
Going Concern and Management’s Liquidity Plans (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 1,595,605 | $ 1,328,574 | |
Accumulated deficit | $ 18,186,754 | $ 16,591,149 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 1,769,043 | $ 430,678 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 1,769,043 | 430,678 |
Fair Value, Inputs, Level 1, Level 2, and Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 1,769,043 | $ 430,678 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 478,762 | $ 485,628 |
Accrued interest | 346,015 | 314,275 |
Totals | $ 824,777 | $ 799,903 |
PAYROLL AND RELATED LIABILITI_3
PAYROLL AND RELATED LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Payroll | $ 279,963 | $ 288,780 |
Payroll taxes | 241,594 | 241,409 |
Totals | $ 521,557 | $ 530,189 |
PAYROLL AND RELATED LIABILITI_4
PAYROLL AND RELATED LIABILITIES (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued Payroll Taxes, Current | $ 241,594 | $ 241,409 |
Chief Executive Officer [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued Payroll Taxes, Current | $ 214,463 | 190,000 |
Director [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued Payroll Taxes, Current | $ 75,000 |
LOAN PAYABLE (Details)
LOAN PAYABLE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Debt Instrument, interest rate | 0.50% | |
Debt instrument, maturity date | Mar. 31, 2022 | |
Less: short term loans | $ 900,000 | $ 900,000 |
Total long-term loans | $ 107,910 | 107,910 |
Loans Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, interest rate | 8.00% | |
Debt instrument, maturity date | Dec. 31, 2021 | |
Total | $ 850,000 | 850,000 |
Loans Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, interest rate | 0.00% | |
Debt instrument, maturity date | Jun. 11, 2021 | |
Total | $ 50,000 | 50,000 |
Loans Payable Three [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, interest rate | 0.25% | |
Debt instrument, maturity date | Jul. 26, 2023 | |
Total | $ 107,910 | $ 107,910 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |||
Interest expense | $ 16,830 | $ 16,767 | |
Accrued interest | $ 211,827 | $ 194,997 |
LOAN PAYABLE _ RELATED PARTY (D
LOAN PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Mar. 31, 2022 | |
Interest rate | 0.50% | |
Related Party Promissory Note [Member] | ||
Short-Term Debt [Line Items] | ||
Notes Payable, Related Parties | $ 42,092 | |
Accrued interest, related party note | $ 226 | $ 226 |
FINANCE LEASE OBLIGATIONS (Deta
FINANCE LEASE OBLIGATIONS (Details Narrative) - USD ($) | Jul. 02, 2018 | Apr. 01, 2014 | Mar. 31, 2021 | Sep. 30, 2019 | Mar. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Monthly payment | $ 6,203 | $ 5,600 | |||
Thermo Fisher Scientific [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Frequency period | 48 | ||||
Monthly payment | $ 941 | ||||
Effective interest rate | 12.00% | ||||
Finance Lease Obligations | $ 17,016 | ||||
Equipment with carrying value | $ 33,346 | ||||
Thermo Fisher Scientific 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Frequency period | 36 | ||||
Monthly payment | $ 699 | ||||
Effective interest rate | 13.00% | ||||
Finance Lease Obligations | $ 13,203 | ||||
Equipment with carrying value | $ 19,399 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 08, 2020 | Jul. 02, 2018 | Apr. 01, 2014 | Mar. 21, 2022 | Jun. 23, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Mar. 15, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 26, 2019 | Jul. 24, 2015 |
Short-Term Debt [Line Items] | ||||||||||||||
Face value | $ 150,000 | |||||||||||||
Convertible debt | $ 150,000 | $ 143,972 | ||||||||||||
Maturity date | Mar. 21, 2032 | |||||||||||||
Convertible price per share | $ 0.01 | |||||||||||||
Common stock issued | 93,060,559 | 91,060,559 | ||||||||||||
Debt Instrument, Interest Rate During Period | 0.50% | |||||||||||||
Number of warrants sold | 15,000,050 | |||||||||||||
Debt discount | $ 0 | $ 6,028 | ||||||||||||
Periodic payment | $ 6,203 | $ 5,600 | ||||||||||||
Warrant exercise price | $ 0.01 | |||||||||||||
Number of warrant outstanding | 9,499,482 | |||||||||||||
Number of warrants | 15,000,050 | |||||||||||||
Convertible note related party | $ 100,000 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 100,000 | $ 100,000 | ||||||||||||
Debt Instrument, Interest Rate During Period | 8.00% | |||||||||||||
Number of warrants sold | 50,000 | 100,000 | ||||||||||||
Convertible Debt [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Face value | $ 500,000 | |||||||||||||
Convertible debt | 376,373 | 376,373 | $ 500,000 | |||||||||||
Interest rate | 3.00% | |||||||||||||
Maturity date | Feb. 16, 2030 | |||||||||||||
Convertible price per share | $ 0.10 | |||||||||||||
Common stock issued | 1,500,000 | |||||||||||||
Value of notes converted | $ 123,627 | |||||||||||||
Accrued interest | $ 26,373 | |||||||||||||
Interest expense | $ 82,689 | $ 109,102 | ||||||||||||
12% Note [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Face value | $ 165,000 | |||||||||||||
Interest rate | 12.00% | |||||||||||||
Debt discount | $ 9,000 | |||||||||||||
Purchase price | 156,000 | |||||||||||||
Repayment of related party debt | 52,000 | |||||||||||||
Transaction fees | $ 3,100 | |||||||||||||
Debt conversion, description | All principal amounts and the interest thereon are convertible into shares of the Company’s common stock at the option of the Investor, after six (6) months from the date of the 12% Note. All closings occurred following the satisfaction of customary closing conditions. The 12% Note is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of the lesser of (i) 68% multiplied by the lowest Trading Price (representing a discount rate of 32%) during the previous fifteen (15) trading day period ending on the latest complete trading day prior to the date of the 12% Note or (ii) the Variable Conversion Price | |||||||||||||
Warrants issued | 36,666 | |||||||||||||
Warrants per share value | $ 0.75 | |||||||||||||
12% convertible promissory note [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Face value | $ 150,000 | |||||||||||||
Interest rate | 12.00% | |||||||||||||
Maturity date | Jun. 19, 2021 | |||||||||||||
Number of warrants sold | 5,000,568 | |||||||||||||
Debt discount | $ 20,750 | |||||||||||||
Warrants issued | 115,385 | |||||||||||||
Warrants per share value | $ 1.30 | |||||||||||||
Periodic payment | $ 25,000 | |||||||||||||
8% Notes [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 3.00% |
CONVERTIBLE NOTES PAYABLE _ R_2
CONVERTIBLE NOTES PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||||
Mar. 21, 2022 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Mar. 15, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 15,000,050 | |||||||
Proceeds from (Repayments of) Related Party Debt | $ 100,000 | |||||||
Amortization of Debt Discount (Premium) | $ 6,028 | $ 100,187 | ||||||
Convertible Notes Payable Related Party [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Interest Expense, Borrowings | 6,028 | 18,493 | ||||||
Amortization of Debt Discount (Premium) | 9,028 | $ 21,493 | ||||||
Accrued interest | $ 26,178 | $ 23,178 | ||||||
Securities Purchase Agreement [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Proceeds from sale of warrants | $ 100,000 | $ 100,000 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 50,000 | 100,000 | ||||||
Kettner Investments [Member] | Securities Purchase Agreement [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Proceeds from sale of warrants | $ 100,000 | |||||||
Chief Executive Officer [Member] | Securities Purchase Agreement [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 50,000 |
PATENT PURCHASE LIABILITY (Deta
PATENT PURCHASE LIABILITY (Details Narrative) - USD ($) | Dec. 15, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 15, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares | $ 53,610 | $ 813,757 | ||
Shares price | $ 0.01 | |||
Restricted Common Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares | $ 60,000 | |||
Shares price | $ 0.05 | |||
Ceiling price | $ 0.60 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Debt Instrument [Line Items] | |
Balance at beginning | $ 430,678 |
Change in fair value | 924,692 |
Change due to exercise / redemptions | |
Change Due to Issuances | 413,673 |
Balance at end | 1,769,043 |
Warrant [Member] | |
Debt Instrument [Line Items] | |
Balance at beginning | 341,507 |
Change in fair value | 178,669 |
Change due to exercise / redemptions | |
Change Due to Issuances | |
Balance at end | 520,176 |
Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Balance at beginning | 89,171 |
Change in fair value | 746,023 |
Change due to exercise / redemptions | |
Change Due to Issuances | 413,673 |
Balance at end | $ 1,248,867 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - Equity Option [Member] | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Risk-free interest rate | 1.78% |
Expected dividend yields | |
Minimum [Member] | |
Market value of common stock on issuance date | $ 0.05 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.12 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 234.81% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 10 years |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Options Outstanding, Beginning | 15,550,000 | |
Weighted Average Exercise Price Outstanding, Beginning | $ 0.34 | |
Weighted Average Remaining Years Outstanding | 8 years 9 months 21 days | |
Number of Options Granted | 250,000 | |
Weighted Average Exercise Price Granted | $ 0.12 | |
Weighted Average Remaining Years Granted | 9 years 9 months 14 days | |
Number of Options Exercised | ||
Weighted Average Exercise Price Exercised | ||
Forfeited | ||
Weighted Average Exercise Price Forfeited | ||
Expired | ||
Weighted Average Exercise Price Expired | ||
Number of Options Outstanding, Ending | 15,800,000 | 15,550,000 |
Weighted Average Exercise Price Outstanding, Ending | $ 0.33 | $ 0.34 |
Weighted Average Remaining Years granted | 8 years 7 months 2 days | |
Number of Options Exercisable | 10,122,396 | |
Weighted Average Exercise Price Exercisable | $ 0.39 | |
Weighted Average Remaining Years, Exercisable | 8 years 5 months 12 days |
STOCKHOLDERS' DEFICIT (Detail_2
STOCKHOLDERS' DEFICIT (Details 2) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Warrants Outstanding, Beginning | shares | 9,287,234 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 0.11 |
Number of Warrants Issued | shares | |
Weighted Average Exercise Price Granted | $ / shares | |
Number of Warrants Reset | shares | 9,499,482 |
Weighted Average Exercise Price Reset | $ / shares | $ 0.01 |
Number of Warrants Expired | shares | |
Weighted Average Exercise Price Expired | $ / shares | |
Number of Warrants Outstanding, Ending | shares | 18,786,716 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 0.06 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||
Feb. 10, 2021 | Mar. 15, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Common Stock Description | All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company, subject to the rights of the preferred stockholders | ||||
Debt conversion, converted instrument, shares issued | 2,000,000 | 3,768,188 | |||
Debt conversion, converted instrument, amount | $ 53,610 | $ 463,758 | |||
Options granted, exercise price | $ 0.12 | ||||
Unrecognized compensation expense | $ 1,017,335 | ||||
Stock based compensation | $ 250,139 | 382,473 | |||
Common stock authorized under plan | 13,000,000 | ||||
Shares issued price per share | $ 0.0001 | ||||
Number of shares warrant increased | 15,000,050 | ||||
Proceeds from related party debt | $ 100,000 | ||||
Exercise price | $ 0.01 | ||||
Warrant Exercisable | 18,786,716 | ||||
Intrinsic value of warrants | $ 362,422 | ||||
Weighted average remaining contractual life of warrants outstanding | 3 years 3 months 21 days | ||||
Letter Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares warrant increased | 3,500,000 | ||||
Proceeds from related party debt | $ 1,207,500 | ||||
Equity Option [Member] | |||||
Class of Stock [Line Items] | |||||
Options granted | 250,000 | ||||
Options granted, exercise price | $ 0.12 | ||||
Vesting period | 10 years | ||||
Value of option | $ 12,450 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock description | Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series A Preferred Stock. Each share of the Series A Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series A Preferred Stock are entitled to elect up to four (4) directors to the Company’s board of directors and have preferential rights in regard to the election of Series A directors. In all other voting matters, the holders of Series A Preferred Stock are entitled to cast 1,000 votes per share | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock description | Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series B Preferred Stock. Each share of the Series B Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series B Preferred Stock are entitled to elect up to three (3) directors to the Company’s board of directors and have preferential rights in regard to the election of Series B directors. In all other voting matters, the holders of Series B Preferred Stock are entitled to cast 1,000 votes per share |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 12, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 15, 2022 | |
Related Party Transaction [Line Items] | ||||
Price per share | $ 0.01 | |||
Stock issued for compensation, value | $ 250,139 | $ 382,473 | ||
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Monthly rent | $ 2,800 | |||
Stock issued for compensation, shares | 692,308 | |||
Price per share | $ 0.13 | |||
Stock issued for compensation, value | $ 90,000 |
LEASES (Details)
LEASES (Details) | Mar. 31, 2022USD ($) |
Leases | |
For the nine month period ending December 31, 2022 | $ 94,844 |
Year ending December 31, 2023 | 88,309 |
Year ending December 31, 2024 | 30,747 |
Total undiscounted finance lease payments | 213,898 |
Less: Imputed interest | 15,759 |
Present value of finance lease liabilities | $ 198,140 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Jul. 02, 2018 | Apr. 01, 2014 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Leases | |||||
Monthly rent | $ 6,203 | $ 5,600 | |||
Security deposit | $ 15,000 | $ 17,121 | $ 17,121 | ||
Lease term | 3 years | ||||
Operating lease liabilities | $ 198,140 | ||||
Borrowing rate | 8.00% | ||||
Occupancy expenses | $ 31,081 | $ 46,309 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 2 Months Ended | |
May 31, 2022 | Mar. 15, 2022 | |
Subsequent Event [Line Items] | ||
Number of warrants sold | 15,000,050 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of warrants sold | 750,000 |