Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Sigyn Therapeutics, Inc. | |
Entity Central Index Key | 0001642159 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,699,656 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 7,107 | $ 84,402 |
Inventories | 586,047 | 586,047 |
Total current assets | 593,154 | 670,449 |
Property and equipment, net | 4,255 | 1,728 |
Intangible assets, net | 11,551 | 21,905 |
Total assets | 608,960 | 694,082 |
Current liabilities: | ||
Accounts payable | 44,060 | 16,005 |
Accrued payroll and payroll taxes | 64,714 | 59,707 |
Short-term convertible notes payable, less unamortized debt issuance costs of $258,246 and $97,832, respectively | 578,254 | 518,668 |
Other current liabilities | 2,178 | 523 |
Total current liabilities | 689,213 | 594,903 |
Total liabilities | 689,213 | 594,903 |
Stockholders' deficit | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 35,248,513 and 35,201,513 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 3,525 | 3,520 |
Additional paid-in-capital | 1,639,044 | 1,356,799 |
Accumulated deficit | (1,722,822) | (1,261,140) |
Total stockholders' deficit | (80,253) | 99,179 |
Total liabilities and stockholders' deficit | $ 608,960 | $ 694,082 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Unamortized debt issuance costs | $ 258,246 | $ 97,832 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 35,248,513 | 35,201,513 |
Common stock, shares outstanding | 35,248,513 | 35,201,513 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenues | ||
Gross Profit | ||
Operating expenses: | ||
Marketing | 82,250 | 105 |
Research and development | 23,250 | 1,978 |
General and administrative | 296,596 | 190,896 |
Total operating expenses | 402,096 | 192,979 |
Loss from operations | (402,096) | (192,979) |
Other expense: | ||
Interest expense - debt discount | 50,860 | |
Interest expense - original issuance costs | 8,726 | 58,203 |
Total other expense | 59,586 | 58,203 |
Loss before income taxes | (461,682) | (251,182) |
Income taxes | ||
Net loss | $ (461,682) | $ (251,182) |
Net loss per share, basic and diluted | $ (0.01) | $ (0.50) |
Weighted average number of shares outstanding | ||
Basic and diluted | 35,241,202 | 500,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2019 | $ 50 | $ 590 | $ (1,550) | $ (910) |
Balance, shares at Dec. 31, 2019 | 500,000 | |||
Original issue discount issued in conjunction with debt | 172,266 | 172,266 | ||
Beneficial conversion feature in conjunction with debt issuance | 129,938 | 129,938 | ||
Net loss | (251,182) | (251,182) | ||
Balance at Mar. 31, 2020 | $ 50 | 302,794 | (252,732) | 50,112 |
Balance, shares at Mar. 31, 2020 | 500,000 | |||
Balance at Dec. 31, 2020 | $ 3,520 | 1,356,799 | (1,261,140) | 99,179 |
Balance, shares at Dec. 31, 2020 | 35,201,513 | |||
Beneficial conversion feature in conjunction with debt issuance | 86,090 | 86,090 | ||
Common stock issued to third party for services | $ 5 | 82,245 | 82,250 | |
Common stock issued to third party for services, shares | 47,000 | |||
Warrants issued to third parties in conjunction with debt issuance | 113,910 | 113,910 | ||
Net loss | (461,682) | (461,682) | ||
Balance at Mar. 31, 2021 | $ 3,525 | $ 1,639,044 | $ (1,722,822) | $ (80,253) |
Balance, shares at Mar. 31, 2021 | 35,248,513 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (461,682) | $ (251,182) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 344 | |
Amortization expense | 10,354 | |
Stock issued for services | 82,250 | |
Accretion of debt discount | 50,860 | 52,162 |
Accretion of original issuance costs | 8,726 | 6,041 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (45,325) | |
Accounts payable | 28,055 | 753 |
Accrued payroll and payroll taxes | 5,007 | 25,300 |
Other current liabilities | 1,655 | |
Net cash used in operating activities | (274,424) | (212,251) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (2,871) | |
Website development costs | (1,299) | |
Net cash used in investing activities | (2,871) | (1,299) |
Cash flows from financing activities: | ||
Proceeds from short-term convertible notes | 200,000 | 350,005 |
Net cash provided by financing activities | 200,000 | 350,005 |
Net (decrease) increase in cash | (77,295) | 136,455 |
Cash at beginning of period | 84,402 | |
Cash at end of period | 7,107 | 136,455 |
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
Non-cash investing and Financing activities: | ||
Beneficial conversion feature in conjunction with debt issuance | 86,090 | |
Warrants issued to third parties in conjunction with debt issuance | 113,910 | 302,204 |
Original issue discount issued in conjunction with debt | $ 85,495 | $ 34,995 |
Organization and Principal Acti
Organization and Principal Activities | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Principal Activities | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Corporate History and Background Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”) was established on October 29, 2019 in the State of Delaware. We are a development-stage therapeutic technology company that is headquartered in San Diego, California USA. Our primary focus is directed toward a significant unmet need in global health: the treatment of acute life-threatening inflammatory conditions that are precipitated by Cytokine Storm Syndrome (“The Cytokine Storm” or “Cytokine Release Syndrome”) and not addressed with approved drug therapies. Cytokine Storm Syndrome is a dysregulated immune response that can be induced by a wide range of infectious and non-infectious conditions. A hallmark of the Cytokine Storm is an over-production of inflammatory cytokines, which can destroy tissue, trigger multiple-organ failure and cause death. On October 19, 2020, Reign Resources Corporation, a Delaware corporation (the “Registrant”) completed a Share Exchange Agreement (the “Agreement”) with our organization (Sigyn Therapeutics) that resulted in the registrant acquiring 100% of our issued and outstanding shares of common stock in exchange for 75% of the fully paid and nonassessable shares of the Registrant’s common stock outstanding (the “Acquisition”). In conjunction with the transaction, the Registrant changed its name to Sigyn Therapeutics, Inc. pursuant to an amendment to its articles of incorporation that was filed with the State of Delaware. Subsequently, the Registrant’s trading symbol was changed to SIGY. The Acquisition was treated by the Company as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For accounting purposes, Sigyn is considered to have acquired the Registrant as the accounting acquirer because: (i) Sigyn stockholders own 75% of the combined company, on an as-converted basis, immediately following the Closing Date, (ii) Sigyn directors hold a majority of board seats in the combined company and (iii) Sigyn management held all key positions in the management of the combined company. Accordingly, Sigyn’s historical results of operations will replace the registrant’s historical results of operations for all periods prior to the Acquisition and, for all periods following the Acquisition, the results of operations of the combined company will be included in the Company’s financial statements. The Acquisition was treated as a “tax-free exchange” under Section 368 of the Internal Revenue Code of 1986 and resulted in the Additionally, assets held on the books of Reign Resources Corporation, such as Gem inventory, was kept in the Company and therefore recorded as assets on the Share Exchange date. As of May 17, 2021, we have a total 36,624,656 shares issued and outstanding, of which 10,984,656 shares are held by non-affiliate shareholders. About Sigyn Therapy Sigyn Therapy is a novel blood purification technology designed to mitigate cytokine storm syndrome through the broad-spectrum depletion of inflammatory targets from the bloodstream. Sigyn Therapy’s mechanism of action allows for it to be implemented on the established infrastructure of dialysis and CRRT machines that are already located in hospitals and clinics worldwide. Cytokine Storm Syndrome is a hallmark of sepsis, which is the most common cause of in-hospital deaths and claims more lives each year than all forms of cancer combined. Virus induced cytokine storm (VICS) is associated with high mortality and is a leading cause of SARS-CoV-2 (COVID-19) deaths. Other therapeutic opportunities include but are not limited to bacteria induced cytokine storm (BICS), acute respiratory distress syndrome (ARDS) and acute forms of liver failure such as Hepatic Encephalopathy, which is associated with elevated levels of toxins and inflammatory cytokines in the bloodstream. Recent Developments On December 1, 2020, we reported the results of an in vitro We are also evaluating the ability of Sigyn Therapy to address CytoVesicles that transport inflammatory cytokine cargos throughout the bloodstream. Based on recent peer-reviewed publications and emerging scientific evidence, we believe the simultaneous clearance of circulating CytoVesicles, endotoxin and inflammatory cytokines may overcome the limitations of previous drug and medical device candidates to treat sepsis and other life-threatening inflammatory conditions. On January 6, 2021, we disclosed the results of an in vitro in vitro in vitro The Company has begun its planned principal operations, and accordingly, the Company has prepared its condensed consolidated financial statements in accordance with US GAAP. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | NOTE 2 – BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include all adjustments necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of approximately $1,723,000 at March 31, 2021, had a working capital deficit of approximately $96,000 and working capital of $76,000 at December 31, 2020, respectively, had a net loss of approximately $462,000 for the three months ended March 31, 2021, and net cash used in operating activities of approximately $274,000 for the three months ended March 31, 2021, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to expand operations and increase revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: common stock valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Cash The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses. Income Taxes Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated Statements of Operations. ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10 and currently, the Company does not have a liability for unrecognized income tax benefits. Advertising and Marketing Costs Advertising expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the periods presented. Inventories In conjunction with the October 19, 2020 Share Exchange Agreement, the Company kept the gem inventory of Reign Resources Corporation. Inventories are stated at the lower of cost or market (net realizable value) on a lot basis each quarter. A lot is determined by the cut, clarity, size, and weight of the sapphires. Inventory consists of sapphire jewels that meet rigorous grading criteria and are of cuts and sizes most commonly used in the jewelry industry. As of March 31, 2021 and December 31, 2020, the Company carried primarily loose sapphire jewels, jewelry for sale on our website, and jewelry held as samples. Samples are used to show potential customers what the jewelry would look like. Promotional items given to customers that are not expected to be returned will be removed from inventory and expensed. There have been no promotional items given to customers as of March 31, 2021. The Company performs its own in-house assessment based on gem guide and the current market price for metals to value its inventory on an annual basis or if circumstances dictate sooner to determine if the estimated fair value is greater or less than cost. In addition, the inventory is reviewed each quarter by the Company against industry prices from gem-guide and if there is a potential impairment, the Company would appraise the inventory. The estimated fair value is subject to significant change due to changes in popularity of cut, perceived grade of the clarity of the sapphires, the number, type and size of inclusions, the availability of other similar quality and size sapphires, and other factors. As a result, the internal assessed value of the sapphires could be significantly lower from the current estimated fair value. Loose sapphire jewels do not degrade in quality over time. The estimated fair value per management’s internal assessment is greater than the cost, therefore, there is no indicator of impairment as of March 31, 2021. Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Intangible Assets Intangible assets consist primarily of website development costs. Our intangible assets are being amortized on a straight-line basis over a period of three years. Assignment of Patent On January 8, 2020, James Joyce, the Company’s CEO and Craig Roberts, the Company’s CTO, assigned to the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction of pro-inflammatory cytokines in blood. Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. As of March 31, 2021 and December 31, 2020, the Company had not experienced impairment losses on its long-lived assets. Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2021 and December 31, 2020, the fair value of cash, accounts payable, accrued expenses, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value are measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. Basic and diluted earnings per share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. There were no potential dilutive securities outstanding for the three months ended March 31, 2021 and 2020. Stock Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation Equity Based Payments to Non-Employees Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated no revenues from operations. There can be no assurance that the Company will be able to raise additional capital and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. Currently, these contingencies include general economic conditions, price of components, competition, and governmental and political conditions. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in banks. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. Seasonality The business is not subject to substantial seasonal fluctuations. Major Suppliers Sigyn Therapy is comprised of components that are supplied by various industry vendors. Additionally, the Company is reliant on third-party organizations to conduct clinical development studies that are necessary to advance Sigyn Therapy toward the marketplace. Should the relationship with an industry vendor or third-party clinical development organization be interrupted or discontinued, it is believed that alternate component suppliers and third-party clinical development organizations could be identified to support the continued advancement of Sigyn Therapy. Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. Income Taxes Other recently issued accounting updates are not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of: March 31, December 31, Estimated Life 2021 2020 Office equipment 5 years $ 4,945 $ 2,074 Accumulated depreciation (690 ) (346 ) $ 4,255 $ 1,728 Depreciation expense was $344 and $0 for the three months ended March 31, 2021 and 2020, respectively, and is classified in general and administrative expenses in the condensed consolidated Statements of Operations. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 5 – INTANGIBLE ASSETS Intangible assets consisted of the following as of: Estimated life March 31, 2021 December 31, 2020 Trademarks 3 years $ 22,061 $ 22,061 Website 10,799 10,799 Accumulated amortization (21,309 ) (10,955 ) $ 11,551 $ 21,905 As of March 31, 2021, estimated future amortization expenses related to intangible assets were as follows: Intangible Assets 2021 (remaining 9 months) $ 5,851 2022 3,600 2023 2,100 $ 11,551 The Company had amortization expense of $10,354 and $0 for the three months ended March 31, 2021 and 2020, respectively. On January 8, 2020, James Joyce, the Company’s CEO and Craig Roberts, the Company’s CTO, assigned to the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction of pro-inflammatory cytokines in blood. |
Convertible Promissory Debentur
Convertible Promissory Debentures | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Debentures | NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES Convertible notes payable consisted of the following: March 31, 2021 December 31, 2020 February 10, 2021 ($110,000) $ 110,000 $ - February 10, 2021 ($110,000) 110,000 - January 28, 2020 ($385,000) 385,000 385,000 June 23, 2020 ($50,000) 50,000 50,000 September 17, 2020 ($181,500) 181,500 181,500 Total convertible notes payable 836,500 616,500 Original issue discount (30,941 ) (19,667 ) Debt discount (227,305 ) (78,165 ) Total convertible notes payable $ 578,254 $ 518,668 Principal payments on convertible promissory debentures are due as follows: Year ending December 31, 2021 (remaining 9 months) $ 358,254 2022 220,000 $ 578,254 Current Noteholders Osher – $110,000 On February 10, 2021, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $110,000 aggregate principal amount of Note due February 11, 2022 based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 157,143 shares of the Company’s Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $100,000 which was issued at a $10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.70 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. Brio – $110,000 On February 10, 2021, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to institutional investor Brio Capital Master Fund, Ltd. (“Brio”) of (i) $110,000 aggregate principal amount of Note due February 11, 2022 based on $1.00 for each $0.90909 paid by Brio and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 157,143 shares of the Company’s Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by the Company from Brio for the issuance of the Note and Warrants was $100,000 which was issued at a $10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.70 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. Osher – $385,000 On January 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $385,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture due January 26, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants to purchase up to an aggregate of 80,209 shares of the Company’s Common Stock at an exercise price of $7.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the note and warrants was $350,005 which was issued at a $34,995 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.094 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company and Osher amended the convertible debt agreement as follow on October 20, 2020: ● The parties amended the Warrants dated January 28, 2020, for the number of warrant shares from 80,209 warrant shares to 4,113,083 warrant shares at an exercise price of $0.14 per share. ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. Osher – $50,000 (as amended on October 20, 2020 to $55,000) On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at a $0 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company and Osher amended the convertible debt agreement as follow on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at an amended $4,995 original issue discount from the face value of the Note. ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. Osher – $181,500 On September 17, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $181,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 8,250 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $165,000 which was issued at a $16,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company and Osher amended the convertible debt agreement as follow on October 20, 2020: ● The parties amended the Warrants dated September 17, 2020, for the number of warrant shares from 8,250 warrant shares to 465,366 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. Previous Noteholders Previous Noteholder – $50,000 (as amended on October 20, 2020 to $55,000) On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued at a $0 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued at an amended $5,000 original issue discount from the face value of the Note. ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. On December 2, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $55,000, into 141,020 common shares. Previous Noteholder - $25,000 (as amended on October 20, 2020 to $27,500) On August 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $25,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due August 18, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 5,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $25,000 which was issued at a $0 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $25,000 to $27,500. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $25,000 which was issued at an amended $2,500 original issue discount from the face value of the Note. ● The parties amended the Warrants dated August 18, 2020, for the number of warrant shares from 5,000 warrant shares to 70,510 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. On October 28, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $27,500, into 70,510 common shares. Previous Noteholder – $93,500 On September 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $93,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 4,250 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $85,000 which was issued at a $8,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated September 18, 2020, for the number of warrant shares from 4,250 warrant shares to 239,734 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. On December 2, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $93,500, into 239,734 common shares. Previous Noteholder - $165,000 On September 21, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $165,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 7,500 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $150,000 which was issued at a $15,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company and the previous noteholder amended the convertible debt agreement as follow on October 20, 2020: ● The parties amended the number of shares from the Warrants dated September 21, 2020, for the number of warrant shares from 7,500 warrant shares to 423,060 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. On November 5, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $165,000, into 423,060 common shares. Previous Noteholder – $27,500 (as amended on October 20, 2020 to $22,000) On September 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $27,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due August 28, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 1,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $20,000 which was issued at a $7,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $27,500 to $22,000. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $20,000 which was issued at an amended $2,000 original issue discount from the face value of the Note. ● The parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 warrant shares to 56,408 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. On October 27, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $22,000, into 56,408 common shares. Previous Noteholder – $33,000 On September 29, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $33,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due August 18, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 1,500 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $30,000 which was issued at a $3,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated September 29, 2020, for the number of warrant shares from 1,500 warrant shares to 84,612 warrant shares at an exercise price of $0.59 per share. ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. On October 26, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $33,000, into 84,612 common shares. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | NOTE 7 – STOCKHOLDERS’ DEFICIT The Company issued 500,000 restricted common shares to founder’s, valued at $50 (based on the par value on the date of grant). The issuance was an isolated transaction not involving a public offering pursuant to Section 4(2) of the Securities Act of 1933. The Company has authorized 1,000,000,000 shares of par value $0.0001 common stock, of which 500,000 shares are outstanding at December 31, 2019. On January 14, 2021, the Company issued a total of 47,000 shares of its common stock valued at $82,250 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. On October 19, 2020, the Company issued 33,686,169 common shares in conjunction with acquisition (see Note 1). During the year ended December 31, 2020, the Company issued 1,015,344 common shares to third parties in conjunction with the exchange of convertible promissory debentures (see Note 6). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – Related Party Transactions Other than as set forth below, and as disclosed in Notes 5 and 7, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest. Employment Agreements Mr. Joyce receives an annual base salary of $455,000, plus bonus compensation not to exceed 50% of salary. Mr. Joyce’s employment also provides for medical insurance, disability benefits and one year of severance pay if his employment is terminated without cause or due to a change in control. Additionally, the Company has agreed to maintain a beneficial ownership target of 9% for Mr. Joyce. Mr. Joyce’s compensation was approved by the Reign Resources Corporation Board of Directors on October 6, 2020 and was among conditions of the Share Exchange Agreement that was completed with Sigyn Therapeutics on October 19, 2020. The Company incurred compensation expense of $132,983 and $15,951 and employee benefits of $5,337 and $5,106 for the three months ended March 31, 2021 and 2020, respectively. Sigyn had no employment agreement with its Chief Technology Officer (“CTO”) but Sigyn still incurred compensation on behalf of the CTO. The Company incurred compensation expense of $66,602 and $10,199 and employee benefits of $5,337 and $5,106 for the three months ended March 31, 2021 and 2020, respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 9 – EARNINGS PER SHARE FASB ASC Topic 260, Earnings Per Share Basic and diluted earnings (loss) per share are the same since net losses for all periods presented and including the additional potential common shares would have an anti-dilutive effect. The following table sets forth the computation of basic and diluted net income per share: Three Months Ended March 31, 2021 2021 2020 Net loss attributable to the common stockholders $ (461,682 ) $ (251,182 ) Basic weighted average outstanding shares of common stock 35,241,202 500,000 Dilutive effect of options and warrants — — Diluted weighted average common stock and common stock equivalents 35,241,202 500,000 Loss per share: Basic and diluted $ (0.01 ) $ (0.50 ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES Legal From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results. Media Advertising Agreement On May 13, 2021, the Company mutually terminated the Media Relations Agreement (“Media Agreement”) with a third party for marketing and to promote brand awareness that was entered into on February 10, 2021. The Company agreed to pay $25,000 due in cash at the execution of the Media Agreement. No shares were issued in conjunction with the Media Agreement. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after March 31, 2021 up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended March 31, 2021 except for the following: Common Stock Offering In April 2021, the Company initiated an offering of up to $1.5 million of the Company’s restricted common shares. The offering allowed for qualified investors to purchase one share of the Company’s common stock $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock at $1.75 per share. On May 10, 2021, the Company closed the offering to investors and subsequently disclosed that it had entered into securities purchase agreements with accredited investors that resulted in the issuance of 1,172,000 shares of common stock and warrants to purchase an aggregate of 1,172,000 shares of the Company’s common stock for total proceeds totaling $1,465,000. No commissions were paid in the offering. Conversion of Convertible Note On May 10, 2021, Brio Capital elected to convert the aggregate principal amount of a $110,000 convertible note issued on February 10, 2021 into 157,143 shares of the Company’s common stock. Issuance and Repayment of Convertible Debenture On May 4, 2021, the Company repaid the aggregate principal amount of a $55,000 convertible debenture that was entered into on April 7, 2021 with Osher Capital Partners. The note was a 10% Original Issue Discount Senior Convertible Debenture (the “Note”) which included a five-year Common Stock Purchase Warrant (“Warrants’) to purchase up to an aggregate of 71,429 shares of the Company’s Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,000 which was issued at a $5,000 original issue discount from the face value of the Note. Common Stock On April 14, 2021, the Company issued a total of 47,000 shares of its common stock valued at $82,250 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: common stock valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. |
Cash | Cash The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses. |
Income Taxes | Income Taxes Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated Statements of Operations. ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10 and currently, the Company does not have a liability for unrecognized income tax benefits. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the periods presented. |
Inventories | Inventories In conjunction with the October 19, 2020 Share Exchange Agreement, the Company kept the gem inventory of Reign Resources Corporation. Inventories are stated at the lower of cost or market (net realizable value) on a lot basis each quarter. A lot is determined by the cut, clarity, size, and weight of the sapphires. Inventory consists of sapphire jewels that meet rigorous grading criteria and are of cuts and sizes most commonly used in the jewelry industry. As of March 31, 2021 and December 31, 2020, the Company carried primarily loose sapphire jewels, jewelry for sale on our website, and jewelry held as samples. Samples are used to show potential customers what the jewelry would look like. Promotional items given to customers that are not expected to be returned will be removed from inventory and expensed. There have been no promotional items given to customers as of March 31, 2021. The Company performs its own in-house assessment based on gem guide and the current market price for metals to value its inventory on an annual basis or if circumstances dictate sooner to determine if the estimated fair value is greater or less than cost. In addition, the inventory is reviewed each quarter by the Company against industry prices from gem-guide and if there is a potential impairment, the Company would appraise the inventory. The estimated fair value is subject to significant change due to changes in popularity of cut, perceived grade of the clarity of the sapphires, the number, type and size of inclusions, the availability of other similar quality and size sapphires, and other factors. As a result, the internal assessed value of the sapphires could be significantly lower from the current estimated fair value. Loose sapphire jewels do not degrade in quality over time. The estimated fair value per management’s internal assessment is greater than the cost, therefore, there is no indicator of impairment as of March 31, 2021. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of website development costs. Our intangible assets are being amortized on a straight-line basis over a period of three years. Assignment of Patent On January 8, 2020, James Joyce, the Company’s CEO and Craig Roberts, the Company’s CTO, assigned to the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction of pro-inflammatory cytokines in blood. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. As of March 31, 2021 and December 31, 2020, the Company had not experienced impairment losses on its long-lived assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2021 and December 31, 2020, the fair value of cash, accounts payable, accrued expenses, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value are measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. |
Basic and Diluted Earnings Per Share | Basic and diluted earnings per share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. There were no potential dilutive securities outstanding for the three months ended March 31, 2021 and 2020. |
Stock Based Compensation | Stock Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation Equity Based Payments to Non-Employees |
Concentrations, Risks, and Uncertainties | Concentrations, Risks, and Uncertainties Business Risk Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated no revenues from operations. There can be no assurance that the Company will be able to raise additional capital and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. Currently, these contingencies include general economic conditions, price of components, competition, and governmental and political conditions. Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in banks. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. Seasonality The business is not subject to substantial seasonal fluctuations. Major Suppliers Sigyn Therapy is comprised of components that are supplied by various industry vendors. Additionally, the Company is reliant on third-party organizations to conduct clinical development studies that are necessary to advance Sigyn Therapy toward the marketplace. Should the relationship with an industry vendor or third-party clinical development organization be interrupted or discontinued, it is believed that alternate component suppliers and third-party clinical development organizations could be identified to support the continued advancement of Sigyn Therapy. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. Income Taxes Other recently issued accounting updates are not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of: March 31, December 31, Estimated Life 2021 2020 Office equipment 5 years $ 4,945 $ 2,074 Accumulated depreciation (690 ) (346 ) $ 4,255 $ 1,728 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following as of: Estimated life March 31, 2021 December 31, 2020 Trademarks 3 years $ 22,061 $ 22,061 Website 10,799 10,799 Accumulated amortization (21,309 ) (10,955 ) $ 11,551 $ 21,905 |
Schedule of Estimated Future Amortization Expense Related to Intangible Assets | As of March 31, 2021, estimated future amortization expenses related to intangible assets were as follows: Intangible Assets 2021 (remaining 9 months) $ 5,851 2022 3,600 2023 2,100 $ 11,551 |
Convertible Promissory Debent_2
Convertible Promissory Debentures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consisted of the following: March 31, 2021 December 31, 2020 February 10, 2021 ($110,000) $ 110,000 $ - February 10, 2021 ($110,000) 110,000 - January 28, 2020 ($385,000) 385,000 385,000 June 23, 2020 ($50,000) 50,000 50,000 September 17, 2020 ($181,500) 181,500 181,500 Total convertible notes payable 836,500 616,500 Original issue discount (30,941 ) (19,667 ) Debt discount (227,305 ) (78,165 ) Total convertible notes payable $ 578,254 $ 518,668 |
Schedule of Principal Payments Due on Convertible Promissory Debentures | Principal payments on convertible promissory debentures are due as follows: Year ending December 31, 2021 (remaining 9 months) $ 358,254 2022 220,000 $ 578,254 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income Per Share | The following table sets forth the computation of basic and diluted net income per share: Three Months Ended March 31, 2021 2021 2020 Net loss attributable to the common stockholders $ (461,682 ) $ (251,182 ) Basic weighted average outstanding shares of common stock 35,241,202 500,000 Dilutive effect of options and warrants — — Diluted weighted average common stock and common stock equivalents 35,241,202 500,000 Loss per share: Basic and diluted $ (0.01 ) $ (0.50 ) |
Organization and Principal Ac_2
Organization and Principal Activities (Details Narrative) - USD ($) | Oct. 19, 2020 | May 17, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, issued | 35,248,513 | 35,201,513 | |||
Common stock, outstanding | 35,248,513 | 35,201,513 | 500,000 | ||
Subsequent Event [Member] | |||||
Common stock, issued | 36,624,656 | ||||
Common stock, outstanding | 36,624,656 | ||||
Non-affiliate Shareholders [Member] | Subsequent Event [Member] | |||||
Common stock, issued | 10,984,656 | ||||
Common stock, outstanding | 10,984,656 | ||||
Share Exchange Agreement [Member] | |||||
Percentage of acquisition ownership interest | 100.00% | ||||
Percentage of common stock outstanding | 75.00% | ||||
Converted liabilities | $ 3,429,516 | ||||
Conversion shares | 7,907,351 | ||||
Share Exchange Agreement [Member] | Sigyn Stockholders [Member] | |||||
Percentage of acquisition ownership interest | 75.00% |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Accumulated deficit | $ (1,722,822) | $ (1,261,140) | |
Working capital (deficit) | 96,000 | $ 76,000 | |
Net loss | (461,682) | $ (251,182) | |
Net cash used in operating activities | $ (274,424) | $ (212,251) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
FDIC amount | $ 250,000 | |
Income tax description | less than a 50% likelihood | |
Advertising expenses | ||
Estimated useful life for property and equipment | 5 years | |
Intangible assets amortization period | 3 years | |
Impairment of long-lived assets | ||
Potential dilutive securities | ||
Stock based compensation |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Depreciation expense | $ 344 | |
General and Administrative Expense [Member] | ||
Depreciation expense | $ 344 | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Estimated useful life | 5 years | |
Total | $ 4,255 | $ 1,728 |
Office Equipment [Member] | ||
Estimated useful life | 5 years | |
Equipment gross | $ 4,945 | 2,074 |
Accumulated depreciation | (690) | (346) |
Total | $ 4,255 | $ 1,728 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 10,354 | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Estimated life | 3 years | |
Accumulated amortization | $ (21,309) | $ (10,955) |
Total | $ 11,551 | 21,905 |
Trademarks [Member] | ||
Estimated life | 3 years | |
Intangible assets gross | $ 22,061 | 22,061 |
Website [Member] | ||
Intangible assets gross | $ 10,799 | $ 10,799 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Future Amortization Expense Related to Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (remaining 9 months) | $ 5,851 | |
2022 | 3,600 | |
2023 | 2,100 | |
Total | $ 11,551 | $ 21,905 |
Convertible Promissory Debent_3
Convertible Promissory Debentures (Details Narrative) - USD ($) | Feb. 10, 2021 | Oct. 20, 2020 | Sep. 29, 2020 | Sep. 28, 2020 | Sep. 21, 2020 | Sep. 18, 2020 | Sep. 17, 2020 | Aug. 18, 2020 | Jun. 23, 2020 | Jan. 28, 2020 | Oct. 20, 2021 | Jun. 23, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 02, 2020 | Nov. 05, 2020 | Oct. 28, 2020 | Oct. 27, 2020 | Oct. 26, 2020 |
Original issue discount amount | $ 227,305 | $ 78,165 | |||||||||||||||||
Convertible Promissory Note One [Member] | |||||||||||||||||||
Debt instrument maturity date | Feb. 10, 2022 | ||||||||||||||||||
Convertible Promissory Note One [Member] | Securities Purchase Agreement [Member] | Osher [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 110,000 | $ 50,000 | $ 385,000 | ||||||||||||||||
Debt instrument maturity date | Feb. 11, 2022 | Jun. 23, 2021 | Jan. 26, 2021 | ||||||||||||||||
Debt conversion, description | (i) $110,000 aggregate principal amount of Note due February 11, 2022 based on $1.00 for each $0.90909 paid by Osher | (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the "Note") due June 23, 2021, based on $1.00 for each $0.90909 paid by Osher | (i) $385,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture due January 26, 2021, based on $1.00 for each $0.90909 paid by Osher | ||||||||||||||||
Term of warrants | 5 years | 5 years | 5 years | ||||||||||||||||
Aggregate number of warrants to purchase shares | 157,143 | 10,000 | 80,209 | ||||||||||||||||
Exercise price of warrants per share | $ 1.20 | $ 30 | $ 7 | ||||||||||||||||
Proceeds from issuance of convertible debt | $ 100,000 | $ 50,005 | $ 350,005 | ||||||||||||||||
Original issue discount amount | $ 10,000 | $ 0 | $ 34,995 | ||||||||||||||||
Debt instrument conversion price per share | $ 0.70 | $ 0.39 | $ 0.094 | ||||||||||||||||
Convertible Promissory Note One [Member] | Securities Purchase Agreement [Member] | Brio Capital Maser Fund, Ltd [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 110,000 | ||||||||||||||||||
Debt instrument maturity date | Feb. 11, 2022 | ||||||||||||||||||
Debt conversion, description | (i) $110,000 aggregate principal amount of Note due February 11, 2022 based on $1.00 for each $0.90909 paid by Brio | ||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 157,143 | ||||||||||||||||||
Exercise price of warrants per share | $ 1.20 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 100,000 | ||||||||||||||||||
Original issue discount amount | $ 10,000 | ||||||||||||||||||
Debt instrument conversion price per share | $ 0.70 | ||||||||||||||||||
Convertible Promissory Note One [Member] | Amended Convertible Debt Agreement [Member] | Osher [Member] | |||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 4,113,083 | ||||||||||||||||||
Exercise price of warrants per share | $ 0.14 | ||||||||||||||||||
Debt instrument maturity date, description | The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. | ||||||||||||||||||
Convertible Promissory Note One [Member] | Amended Convertible Debt Agreement Two [Member] | Osher [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 55,000 | ||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 141,020 | ||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 4,995 | ||||||||||||||||||
Debt instrument maturity date, description | The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. | ||||||||||||||||||
Convertible Promissory Note [Member] | Christopher Wetzel [Member] | Common Stock [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 70,510 | ||||||||||||||||||
Convertible Promissory Note [Member] | Joseph Eisenberger [Member] | Common Stock [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 423,060 | ||||||||||||||||||
Convertible Promissory Note [Member] | Ross DiMaggio [Member] | Common Stock [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 56,408 | ||||||||||||||||||
Convertible Promissory Note [Member] | David W. Unger [Member] | Common Stock [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 84,612 | ||||||||||||||||||
Convertible Promissory Note [Member] | Brio Capital Maser Fund, Ltd [Member] | Common Stock [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 239,734 | ||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Christopher Wetzel [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 25,000 | ||||||||||||||||||
Debt instrument maturity date | Aug. 18, 2021 | ||||||||||||||||||
Debt conversion, description | (i) $25,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the "Note") due August 18, 2021, based on $1.00 for each $0.90909 paid by Wetzel | ||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 5,000 | ||||||||||||||||||
Exercise price of warrants per share | $ 30 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 25,000 | ||||||||||||||||||
Original issue discount amount | $ 0 | ||||||||||||||||||
Debt instrument conversion price per share | $ 0.39 | ||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Joseph Eisenberger [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 165,000 | ||||||||||||||||||
Debt instrument maturity date | Sep. 30, 2021 | ||||||||||||||||||
Debt conversion, description | (i) $165,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the "Note") due September 30, 2021, based on $1.00 for each $0.90909 paid by Eisenberger | ||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 7,500 | ||||||||||||||||||
Exercise price of warrants per share | $ 30 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 150,000 | ||||||||||||||||||
Original issue discount amount | $ 15,000 | ||||||||||||||||||
Debt instrument conversion price per share | $ 0.39 | ||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Ross DiMaggio [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 27,500 | ||||||||||||||||||
Debt instrument maturity date | Aug. 28, 2021 | ||||||||||||||||||
Debt conversion, description | (i) $27,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the "Note") due August 28, 2021, based on $1.00 for each $0.90909 paid by DiMaggio | ||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 1,000 | ||||||||||||||||||
Exercise price of warrants per share | $ 30 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 20,000 | ||||||||||||||||||
Original issue discount amount | $ 7,500 | ||||||||||||||||||
Debt instrument conversion price per share | $ 0.39 | ||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | David W. Unger [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 33,000 | ||||||||||||||||||
Debt instrument maturity date | Aug. 18, 2021 | ||||||||||||||||||
Debt conversion, description | (i) $33,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the "Note") due August 18, 2021, based on $1.00 for each $0.90909 paid by Unger | ||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 1,500 | ||||||||||||||||||
Exercise price of warrants per share | $ 30 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 30,000 | ||||||||||||||||||
Original issue discount amount | $ 3,000 | ||||||||||||||||||
Debt instrument conversion price per share | $ 0.39 | ||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Osher [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 181,500 | ||||||||||||||||||
Debt instrument maturity date | Sep. 30, 2021 | ||||||||||||||||||
Debt conversion, description | (i) $181,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the "Note") due September 30, 2021, based on $1.00 for each $0.90909 paid by Osher | ||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 8,250 | ||||||||||||||||||
Exercise price of warrants per share | $ 30 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 165,000 | ||||||||||||||||||
Original issue discount amount | $ 16,500 | ||||||||||||||||||
Debt instrument conversion price per share | $ 0.39 | ||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Brio Capital Maser Fund, Ltd [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 93,500 | ||||||||||||||||||
Debt instrument maturity date | Sep. 30, 2021 | ||||||||||||||||||
Debt conversion, description | (i) $93,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the "Note") due September 30, 2021, based on $1.00 for each $0.90909 paid by Brio | ||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 4,250 | ||||||||||||||||||
Exercise price of warrants per share | $ 30 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 85,000 | ||||||||||||||||||
Original issue discount amount | $ 8,500 | ||||||||||||||||||
Debt instrument conversion price per share | $ 0.39 | ||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement [Member] | Christopher Wetzel [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 27,500 | ||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 70,510 | ||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 25,000 | ||||||||||||||||||
Original issue discount amount | $ 2,500 | ||||||||||||||||||
Debt instrument maturity date, description | The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. | ||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement [Member] | Joseph Eisenberger [Member] | |||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 423,060 | ||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||
Debt instrument maturity date, description | The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. | ||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement [Member] | Ross DiMaggio [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 22,000 | ||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 56,408 | ||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 20,000 | ||||||||||||||||||
Original issue discount amount | $ 2,000 | ||||||||||||||||||
Debt instrument maturity date, description | The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. | ||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement [Member] | David W. Unger [Member] | |||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 84,612 | ||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||
Debt instrument maturity date, description | The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021. | ||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement Two [Member] | Brio Capital Maser Fund, Ltd [Member] | |||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 239,734 | ||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||
Debt instrument maturity date, description | The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. | ||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement Three [Member] | Osher [Member] | |||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 465,366 | ||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||
Debt instrument maturity date, description | The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021. | ||||||||||||||||||
Convertible Promissory Note Two [Member] | |||||||||||||||||||
Debt instrument maturity date | Feb. 10, 2022 | ||||||||||||||||||
Convertible Promissory Note Two [Member] | Securities Purchase Agreement [Member] | Brio Capital Maser Fund, Ltd [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 50,000 | $ 141,020 | |||||||||||||||||
Debt instrument maturity date | Jun. 23, 2021 | ||||||||||||||||||
Debt conversion, description | (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the "Note") due June 23, 2021, based on $1.00 for each $0.90909 paid by Osher | ||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 10,000 | ||||||||||||||||||
Exercise price of warrants per share | $ 30 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 50,000 | ||||||||||||||||||
Original issue discount amount | $ 0 | ||||||||||||||||||
Debt instrument conversion price per share | $ 0.39 | ||||||||||||||||||
Convertible Promissory Note Two [Member] | Amended Convertible Debt Agreement [Member] | Brio Capital Maser Fund, Ltd [Member] | |||||||||||||||||||
Aggregate principal amount of debt | $ 55,000 | ||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | ||||||||||||||||||
Aggregate number of warrants to purchase shares | 141,020 | ||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||
Proceeds from issuance of convertible debt | $ 50,000 | ||||||||||||||||||
Original issue discount amount | $ 5,000 | ||||||||||||||||||
Debt instrument maturity date, description | The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021. |
Convertible Promissory Debent_4
Convertible Promissory Debentures - Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible notes payable | $ 836,500 | $ 616,500 |
Original issue discount | (30,941) | (19,667) |
Debt discount | (227,305) | (78,165) |
Total convertible notes payable | 578,254 | 518,668 |
Convertible Promissory Note One [Member] | ||
Convertible notes payable | 110,000 | |
Convertible Promissory Note Two [Member] | ||
Convertible notes payable | 110,000 | |
Convertible Promissory Note Three [Member] | ||
Convertible notes payable | 385,000 | 385,000 |
Convertible Promissory Note Four [Member] | ||
Convertible notes payable | 50,000 | 50,000 |
Convertible Promissory Note Five [Member] | ||
Convertible notes payable | $ 181,500 | $ 181,500 |
Convertible Promissory Debent_5
Convertible Promissory Debentures - Schedule of Convertible Notes Payable (Details) (Parenthetical) | Feb. 10, 2021 | Sep. 17, 2020 | Jun. 23, 2020 | Jan. 28, 2020 |
Convertible Promissory Note One [Member] | ||||
Debt instrument interest rate | 0.00% | |||
Debt instrument maturity date | Feb. 10, 2022 | |||
Convertible Promissory Note Two [Member] | ||||
Debt instrument interest rate | 0.00% | |||
Debt instrument maturity date | Feb. 10, 2022 | |||
Convertible Promissory Note Three [Member] | ||||
Debt instrument interest rate | 0.00% | |||
Debt instrument maturity date | Oct. 20, 2021 | |||
Convertible Promissory Note Four [Member] | ||||
Debt instrument interest rate | 0.00% | |||
Debt instrument maturity date | Oct. 20, 2021 | |||
Convertible Promissory Note Five [Member] | ||||
Debt instrument interest rate | 0.00% | |||
Debt instrument maturity date | Oct. 20, 2021 |
Convertible Promissory Debent_6
Convertible Promissory Debentures - Schedule of Principal Payments Due on Convertible Promissory Debentures (Details) | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (remaining 9 months) | $ 358,254 |
2022 | 220,000 |
Total | $ 578,254 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jan. 14, 2021 | Oct. 19, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock issued during period shares | 47,000 | ||||
Stock issued during period value | $ 82,250 | ||||
Common stock shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares outstanding | 35,248,513 | 35,201,513 | 500,000 | ||
Stock issued during period shares on acquisition | 33,686,169 | ||||
Third Parties [Member] | |||||
Stock issued during period shares | 1,015,344 | ||||
Restricted Stock [Member] | |||||
Stock issued during period shares | 500,000 | ||||
Stock issued during period value | $ 50 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Employment Agreements [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Mr. Joyce [Member] | ||
Annual base salary | $ 455,000 | |
Maximum bonus compensation percentage | 50.00% | |
Beneficial ownership target percentage | 9.00% | |
Compensation expense | $ 132,983 | $ 15,951 |
Employee benefits | 5,337 | 5,106 |
COO [Member] | ||
Compensation expense | 66,602 | 10,199 |
Employee benefits | $ 5,337 | $ 5,106 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to the common stockholders | $ (461,682) | $ (251,182) |
Basic weighted average outstanding shares of common stock | 35,241,202 | 500,000 |
Dilutive effect of options and warrants | ||
Diluted weighted average common stock and common stock equivalents | 35,241,202 | 500,000 |
Loss per share: Basic and diluted | $ (0.01) | $ (0.50) |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Agreement description | On May 13, 2021, the Company mutually terminated the Media Relations Agreement ("Media Agreement") with a third party for marketing and to promote brand awareness that was entered into on February 10, 2021. The Company agreed to pay $25,000 due in cash at the execution of the Media Agreement. No shares were issued in conjunction with the Media Agreement. |
Media Advertising Agreement [Member] | Initial Due [Member] | |
Monthly periodic payments | $ 25,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 10, 2021 | May 04, 2021 | Apr. 14, 2021 | Jan. 14, 2021 | Apr. 30, 2021 | Mar. 31, 2020 | Apr. 07, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Stock issued during period shares | 47,000 | ||||||||
Stock issued during period convertible debt value | $ 172,266 | ||||||||
Original issue discount amount | $ 227,305 | $ 78,165 | |||||||
Stock issued during period value | $ 82,250 | ||||||||
Subsequent Event [Member] | |||||||||
Stock issued during period shares | 75,000 | 47,000 | |||||||
Stock issued during period value | $ 124,500 | $ 82,250 | |||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Brio [Member] | |||||||||
Stock issued during period convertible debt value | $ 110,000 | ||||||||
Stock issued during period convertible debt shares | 157,143 | ||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Osher [Member] | |||||||||
Term of warrants | 5 years | ||||||||
Exercise price of warrants per share | $ 1.20 | ||||||||
Stock issued during period convertible debt value | $ 55,000 | ||||||||
Debt convertion rate | 10.00% | ||||||||
Aggregate number of warrants to purchase shares of common stock | 71,429 | ||||||||
Proceeds from issuance of convertible debt | $ 50,000 | ||||||||
Original issue discount amount | $ 5,000 | ||||||||
Subsequent Event [Member] | Common Stock Offering [Member] | Investors [Member] | |||||||||
Number of restricted common shares | $ 1,500,000 | ||||||||
Shares issued price per share | $ 1.25 | ||||||||
Term of warrants | 5 years | ||||||||
Exercise price of warrants per share | $ 1.75 | ||||||||
Stock issued during period shares | 1,172,000 | ||||||||
Warrants to purchase common stock | 1,172,000 | ||||||||
Proceeds from common stock | $ 1,465,000 |