Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55575 | |
Entity Registrant Name | SIGYN THERAPEUTICS, INC. | |
Entity Central Index Key | 0001642159 | |
Entity Tax Identification Number | 47-2573116 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2468 Historic Decatur Road Ste. | |
Entity Address, Address Line Two | 140 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92106 | |
City Area Code | (619) | |
Local Phone Number | 353-0800 | |
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 | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 37,295,803 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 502,976 | $ 84,402 |
Accounts receivable | ||
Inventories | 586,047 | 586,047 |
Notes receivable | ||
Other current assets | 27,509 | |
Total current assets | 1,116,532 | 670,449 |
Property and equipment, net | 20,654 | 1,728 |
Intangible assets, net | 6,600 | 21,905 |
Operating lease right-of-use assets, net | 276,326 | |
Other assets | 20,711 | |
Total assets | 1,440,823 | 694,082 |
Current liabilities: | ||
Accounts payable | 32,874 | 16,005 |
Accrued payroll and payroll taxes | 44,434 | 59,707 |
Short-term convertible notes payable, less unamortized debt issuance costs of $46,757 and $97,832, respectively | 684,743 | 518,668 |
Current portion of operating lease liabilities | 38,524 | |
Other current liabilities | 29,209 | 523 |
Total current liabilities | 829,784 | 594,903 |
Long-term liabilities: | ||
Operating lease liabilities net of current portion | 252,807 | |
Total long-term liabilities | 252,807 | |
Total liabilities | 1,082,591 | 594,903 |
Stockholders’ equity | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 36,728,803 and 35,201,513 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 3,673 | 3,520 |
Additional paid-in-capital | 3,393,146 | 1,356,799 |
Accumulated deficit | (3,038,587) | (1,261,140) |
Total stockholders’ equity | 358,232 | 99,179 |
Total liabilities and stockholders’ equity | $ 1,440,823 | $ 694,082 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Unamortized debt issuance costs | $ 46,757 | $ 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 | 36,728,803 | 35,201,513 |
Common stock, shares outstanding | 36,728,803 | 35,201,513 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net revenues | ||||
Gross Profit | ||||
Operating expenses: | ||||
Marketing expenses | 400 | 505 | ||
Research and development | 49,659 | 91,259 | 1,978 | |
General and administrative | 523,704 | 202,577 | 1,326,019 | 569,384 |
Total operating expenses | 573,363 | 202,977 | 1,417,278 | 571,867 |
Loss from operations | (573,363) | (202,977) | (1,417,278) | (571,867) |
Other expense: | ||||
Interest expense | 29,095 | 29,095 | ||
Interest expense - debt discount | 49,749 | 82,915 | 286,391 | 210,836 |
Interest expense - original issuance costs | 13,697 | 10,098 | 44,683 | 24,865 |
Total other expense | 92,541 | 93,013 | 360,169 | 235,701 |
Loss before income taxes | (665,904) | (295,990) | (1,777,447) | (807,568) |
Income taxes | ||||
Net loss | $ (665,904) | $ (295,990) | $ (1,777,447) | $ (807,568) |
Net loss per share, basic and diluted | $ (0.02) | $ (0.59) | $ (0.05) | $ (1.62) |
Weighted average number of shares outstanding | ||||
Basic and diluted | 36,721,651 | 500,000 | 36,138,191 | 500,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 50 | $ 590 | $ (1,550) | $ (910) |
Beginning 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) | ||
Ending balance, value at Mar. 31, 2020 | $ 50 | 302,794 | (252,732) | 50,112 |
Ending balance, shares at Mar. 31, 2020 | 500,000 | |||
Beginning balance, value at Dec. 31, 2019 | $ 50 | 590 | (1,550) | (910) |
Beginning balance, shares at Dec. 31, 2019 | 500,000 | |||
Net loss | (807,568) | |||
Ending balance, value at Sep. 30, 2020 | $ 50 | 354,088 | (809,118) | (454,980) |
Ending balance, shares at Sep. 30, 2020 | 500,000 | |||
Beginning balance, value at Mar. 31, 2020 | $ 50 | 302,794 | (252,732) | 50,112 |
Beginning balance, shares at Mar. 31, 2020 | 500,000 | |||
Original issue discount issued in conjunction with debt | ||||
Beneficial conversion feature in conjunction with debt issuance | 21,548 | 21,548 | ||
Net loss | (260,396) | (260,396) | ||
Ending balance, value at Jun. 30, 2020 | $ 50 | 324,342 | (513,128) | (188,736) |
Ending balance, shares at Jun. 30, 2020 | 500,000 | |||
Beneficial conversion feature in conjunction with debt issuance | 29,746 | 29,746 | ||
Net loss | (295,990) | (295,990) | ||
Ending balance, value at Sep. 30, 2020 | $ 50 | 354,088 | (809,118) | (454,980) |
Ending balance, shares at Sep. 30, 2020 | 500,000 | |||
Beginning balance, value at Dec. 31, 2020 | $ 3,520 | 1,356,799 | (1,261,140) | 99,179 |
Beginning balance, shares at Dec. 31, 2020 | 35,201,513 | |||
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 | ||
Beneficial conversion feature in conjunction with debt issuance | 86,090 | 86,090 | ||
Common stock issued in conjunction with cashless exercise of warrants | $ 6 | (6) | ||
Common stock issued in conjunction with cashless exercise of warrants, shares | 57,147 | |||
Net loss | (461,682) | (461,682) | ||
Ending balance, value at Mar. 31, 2021 | $ 3,531 | 1,639,038 | (1,722,822) | (80,253) |
Ending balance, shares at Mar. 31, 2021 | 35,305,660 | |||
Beginning balance, value at Dec. 31, 2020 | $ 3,520 | 1,356,799 | (1,261,140) | 99,179 |
Beginning balance, shares at Dec. 31, 2020 | 35,201,513 | |||
Net loss | (1,777,447) | |||
Ending balance, value at Sep. 30, 2021 | $ 3,673 | 3,393,146 | (3,038,587) | 358,232 |
Ending balance, shares at Sep. 30, 2021 | 36,728,803 | |||
Beginning balance, value at Mar. 31, 2021 | $ 3,531 | 1,639,038 | (1,722,822) | (80,253) |
Beginning balance, shares at Mar. 31, 2021 | 35,305,660 | |||
Common stock issued to third party for services | $ 4 | 82,246 | 82,250 | |
Common stock issued to third party for services, shares | 47,000 | |||
Warrants issued to third parties in conjunction with debt issuance | 34,118 | 34,118 | ||
Common stock issued for cash | $ 117 | 1,464,883 | 1,465,000 | |
Common stock issued for cash, shares | 1,172,000 | |||
Common stock issued to third parties in conjunction with conversion of debt | $ 16 | 109,984 | 110,000 | |
Common stock issued to third parties in conjunction with conversion of debt, shares | 157,143 | |||
Beneficial conversion feature in conjunction with debt issuance | 15,882 | 15,882 | ||
Net loss | (649,861) | (649,861) | ||
Ending balance, value at Jun. 30, 2021 | $ 3,669 | 3,346,151 | (2,372,683) | 977,137 |
Ending balance, shares at Jun. 30, 2021 | 36,681,803 | |||
Common stock issued to third party for services | $ 5 | 46,995 | 47,000 | |
Common stock issued to third party for services, shares | 47,000 | |||
Net loss | (665,904) | (665,904) | ||
Ending balance, value at Sep. 30, 2021 | $ 3,673 | $ 3,393,146 | $ (3,038,587) | $ 358,232 |
Ending balance, shares at Sep. 30, 2021 | 36,728,803 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,777,447) | $ (807,568) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 1,279 | |
Amortization expense | 15,305 | 600 |
Stock issued for services | 211,500 | |
Accretion of debt discount | 286,391 | 210,836 |
Accretion of original issuance costs | 44,683 | 24,875 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | ||
Other current assets | (27,509) | |
Other assets | (20,711) | |
Accounts payable | 16,869 | 180 |
Accrued payroll and payroll taxes | (15,273) | 22,021 |
Other current liabilities | 43,692 | |
Net cash used in operating activities | (1,221,221) | (549,056) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (20,205) | |
Website development costs | (10,799) | |
Net cash used in investing activities | (20,205) | (10,799) |
Cash flows from financing activities: | ||
Proceeds from short-term convertible notes | 250,000 | 925,000 |
Repayment of short-term convertible notes | (55,000) | |
Common stock issued for cash | 1,465,000 | |
Net cash provided by financing activities | 1,660,000 | 925,000 |
Net increase in cash | 418,574 | 365,145 |
Cash at beginning of period | 84,402 | |
Cash at end of period | 502,976 | 365,145 |
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Beneficial conversion feature in conjunction with debt issuance | 101,972 | |
Warrants issued to third parties in conjunction with debt issuance | 148,028 | 223,560 |
Original issue discount issued in conjunction with debt | 30,000 | 85,500 |
Common stock issued to third parties in conjunction with conversion of debt | 110,000 | |
Issuance of common stock in conjunction with cashless exercise of warrants | $ 6 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 9 Months Ended |
Sep. 30, 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 incorporated 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% 75% 75% The Acquisition was treated as a “tax-free exchange” under Section 368 of the Internal Revenue Code of 1986 and resulted in the 3,429,516 7,907,351 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 November 12, 2021, we have a total 37,295,803 11,655,083 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 Since December 1, 2020, we have reported the results from a series of in vitro Among the therapeutic targets validated were viral pathogens (including COVID-19), bacterial endotoxin, relevant inflammatory cytokines (Interleukin-1 beta, Interleukin-6 and Tumor Necrosis Factor alpha) and hepatic toxins (ammonia, bilirubin, and bile acid). We also completed a study that modeled our ability to capture CytoVesicles that transport inflammatory cargos throughout the bloodstream. Contributing to these expansive capabilities is a formulation of adsorbent components that are incorporated within Sigyn Therapy. Our adsorbent formulation provides more than 170,000 square meters of surface area on which to adsorb and remove bloodstream targets. This equates to more than 40 acres of surface adsorption area in each adult version of Sigyn Therapy. To date, we have demonstrated that Sigyn Therapy can addresses inflammatory targets as well as pathogen sources of inflammation whose molecular size can exceed 100 nanometers in size. On July 29, 2020, we disclosed the completion of our first-in-mammal pilot study that demonstrated the safe administration of Sigyn Therapy during six-hour treatment exposures. In coming months, we plan to continue our collection of animal safety data, which will be included in an Investigational Device Exemption (IDE) that we are drafting for submission to The United States Food and Drug Administration (FDA) to support the potential initiation of human clinical studies. However, there is no assurance that FDA will permit the initiation of our proposed human studies in the United States. Since January 1, 2020, we have raised a total of $ 2,840,010 1,865,000 975, 010 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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 unaudited condensed consolidated 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 $ 3,039,000 287,000 76,000 666,000 1,777 1,221 While the Company is attempting to expand its research and development activities, 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 unaudited condensed consolidated 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 | 9 Months Ended |
Sep. 30, 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 unaudited condensed consolidated financial statements. The unaudited condensed consolidated 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 unaudited condensed consolidated financial statements. Use of Estimates The preparation of these unaudited condensed consolidated 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 unaudited condensed consolidated 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 unaudited condensed consolidated financial statements. The more significant estimates and assumptions by management include among others: realizability of inventory, 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 for all single accounts owned by the same person at the same bank . 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 Advertising and Marketing Costs Advertising expenses are recorded as general and administrative expenses when they are incurred. The Company had no 400 505 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 September 30, 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 September 30, 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 September 30, 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 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 in exchange for founder’s shares. 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 analysis requires 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 September 30, 2021 and December 31, 2020, the Company had no 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 September 30, 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 Stock Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation Non-Employee Stock Based Compensation In accordance with ASC 505, 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 unaudited condensed consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Life September 30, 2021 December 31, 2020 Office equipment 5 $ 22,279 $ 2,074 Accumulated depreciation (1,625 ) (346 ) $ 20,654 $ 1,728 Depreciation expense was $ 432 1,279 0 0 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets co SCHEDULE OF INTANGIBLE ASSETS Estimated life September 30, 2021 December 31, 2020 Trademarks 3 $ 22,061 $ 22,061 Website 3 10,799 10,799 Accumulated amortization (26,260 ) (10,955 ) $ 6,600 $ 21,905 As of September 30, 2021, estimated future amortization expenses related to intangible assets were as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE RELATED TO INTANGIBLE ASSETS Intangible Assets 2021 (remaining 3 months) $ 900 2022 3,600 2023 2,100 Total $ 6,600 The Company had amortization expense of $ 900 15,305 360 600 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 in exchange for founder’s shares. |
CONVERTIBLE PROMISSORY DEBENTUR
CONVERTIBLE PROMISSORY DEBENTURES | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY DEBENTURES | NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, 2021 December 31, 2020 February 10, 2021 ($110,000) 0% February 10, 2022 $ 110,000 $ - January 28, 2020 ($385,000) 8% October 20, 2021 385,000 385,000 June 23, 2020 ($55,000) 0% October 20, 2021 55,000 50,000 September 17, 2020 ($181,500) 0% October 20, 2021 181,500 181,500 Total convertible notes payable 731,500 616,500 Original issue discount (4,984 ) (19,667 ) Debt discount (41,773 ) (78,165 ) Total convertible notes payable $ 684,743 $ 518,668 Principal payments on convertible promissory debentures are due as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON CONVERTIBLE PROMISSORY DEBENTURES Year ending December 31, 2021 (remaining 3 months) $ 609,827 2022 74,916 Total $ 684,743 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 (i) $ 110,000 February 11, 2022 five 157,143 1.20 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.70 . On October 25, 2021, Osher elected to convert the aggregate principal amount of the Note, $ 110,000 157,143 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 (i) $ 385,000 January 26, 2021 five 80,209 7.00 350,005 34,995 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.094 . 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 0.14 ● The parties amended the Note to provide for interest at 8% ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021 On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12): ● The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 October 20, 2022 ● The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $ 652,300 717,530 65,230 ● In exchange for the extension of the Note, the Company issued Osher five-year 450,000 1.00 On October 28, 2021, Osher elected to convert $ 16,714 385,000 42,857 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 (i) $ 50,000 June 23, 2021 five 10,000 30.00 50,005 0 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . 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 . On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12): ● The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 October 20, 2022 ● The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $ 652,300 717,530 65,230 ● In exchange for the extension of the Note, the Company issued Osher five-year 450,000 1.00 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 (i) $ 181,500 September 30, 2021 five 8,250 30.00 165,000 16,500 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . 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 . On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12): ● The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 October 20, 2022 ● The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $ 652,300 717,530 65,230 ● In exchange for the extension of the Note, the Company issued Osher five-year 450,000 1.00 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 June 23, 2021 five 10,000 30.00 50,000 0 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . 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 50,000 5,000 ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 0.59 ● 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 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 August 18, 2021 five 5,000 30.00 25,000 0 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . 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 25,000 2,500 ● The parties amended the Warrants dated August 18, 2020, for the number of warrant shares from 5,000 warrant shares to 70,510 0.59 ● 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 On February 19, 2021, the previous noteholder exercised the warrants pursuant to the cashless exercise provision of the warrant agreement into 57,147 common shares. The common shares have not been issued as of November 10, 2021. 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 September 30, 2021 five 4,250 30.00 85,000 8,500 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . 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 0.59 ● 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 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 September 30, 2021 five 7,500 30.00 150,000 15,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . 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 0.59 ● 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 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 August 28, 2021 five 1,000 30.00 20,000 7,500 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . 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 20,000 2,000 ● The parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 warrant shares to 56,408 0.59 ● 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 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 August 18, 2021 five 1,500 30.00 30,000 3,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . 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 0.59 ● 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 Previous Noteholder – $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 a previous noteholder of (i) $ 110,000 February 11, 2022 five 157,143 1.20 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.70 . On May 10, 2021, the previous noteholder elected to convert the aggregate principal amount of a $110,000 convertible note issued on February 10, 2021 into 157,143 Previous Noteholder – $55,000 On May 4, 2021, the Company repaid the aggregate principal amount of a $ 55,000 five 71,429 1.20 50,000 5,000 |
STOCKHOLDERS_ Equity
STOCKHOLDERS’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ Equity | NOTE 7 – STOCKHOLDERS’ Equity The Company issued 500,000 restricted common shares to founder’s, valued at $ 50 (based on the par value on the date of grant) in exchange for patient rights. 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 0.0001 500,000 On January 14, 2021, the Company issued a total of 47,000 82,250 On February 19, 2021, a previous noteholder exercised warrants pursuant to the cashless exercise provision of the warrant agreement into 57,147 common shares. The common shares have not been issued as of November 10, 2021 (see Note 6). On April 14, 2021, the Company issued a total of 47,000 82,250 In April 2021, the Company initiated a private placement of up to $ 1.5 The offering allowed for qualified investors to purchase one share of the Company’s common stock $ 1.25 1,172,000 1,172,000 1,465,000 On May 10, 2021, Brio Capital elected to convert the aggregate principal amount of a $ 110,000 157,143 On July 14, 2021, the Company issued a total of 47,000 47,000 During the nine months ended September 30, 2021, the Company issued 1,313,000 shares common shares to third parties for services and cash and 157,143 common shares to third parties in conjunction with the conversion of convertible promissory debentures (see Note 6). |
OPERATING LEASES
OPERATING LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Operating Leases | |
OPERATING LEASES | NOTE 8 – OPERATING LEASES The Company adopted ASC 842 as of December 31, 2019. The Company has an operating lease for the Company’s corporate office and accounts for this lease in accordance with ASC 842. Adoption of the standard resulted in the initial recognition of operating lease ROU asset of $ 290,827 and operating lease liability of $ 290,827 On May 27, 2021, the Company entered into a sixty-three month lease for its corporate office at $ 5,955 September 30, 2026 Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: In accordance with ASC 842, the components of lease expense were as follows: SCHEDULE OF OPERATING LEASE COST AND SUPPLEMENTAL CASH FLOW INFORMATION Nine Months ended Three Months ended 2021 2020 2021 2020 Operating lease expense $ 24,094 $ - $ 18,070 $ - Short term lease cost $ - $ - $ - $ - Total lease expense $ 24,094 $ - $ 18,070 $ - In accordance with ASC 842, other information related to leases was as follows: Nine Months ended September 30, 2021 2020 Operating cash flows from operating leases $ 9,131 $ - Cash paid for amounts included in the measurement of lease liabilities $ 9,131 $ - Weighted-average remaining lease term—operating leases 4.92 - Weighted-average discount rate—operating leases 10 % - In accordance with ASC 842, maturities of operating lease liabilities as of September 30, 2021 were as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Year ending: Operating Lease 2021 (remaining three months) $ 11,911 2022 72,714 2023 74,895 2024 77,142 2025 79,456 Thereafter 54,225 Total undiscounted cash flows $ 370,342 Reconciliation of lease liabilities: Weighted-average remaining lease terms 4.92 Weighted-average discount rate 10 % Present values $ 291,331 Lease liabilities—current 38,524 Lease liabilities—long-term 252,807 Lease liabilities—total $ 291,331 Difference between undiscounted and discounted cash flows $ 79,011 Operating lease cost was $ 18,070 24,094 0 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Other than as set forth below, and as disclosed in Notes 5, 7, and 11, 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 50 9 112,500 337,500 91,800 195,260 10,104 19,000 5,106 15,318 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 $ 60,000 180,000 65,000 133,016 3,261 12,157 5,106 15,318 Bonus On July 21, 2021, as a result of achieving certain milestones, the Board of Directors agreed to pay each of the Company’s CEO and CTO a performance bonus equal to 5 34,750 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 10 – 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: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET INCOME PER SHARE Nine Months Ended September 30, Three Months Ended September 30, 2021 2020 2021 2020 Net loss attributable to the common stockholders $ (1,777,447 ) $ (807,568 ) $ (665,904 ) $ (295,990 ) Basic weighted average outstanding shares of common stock 36,138,191 500,000 36,721,651 500,000 Dilutive effect of options and warrants - - - - Diluted weighted average common stock and common stock equivalents 36,138,191 500,000 36,721,651 500,000 Loss per share: Basic and diluted $ (0.05 ) $ (1.62 ) $ (0.02 ) $ (0.59 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – 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 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Convertible Promissory Debenture On October 28, 2021, Osher elected to convert $ 16,714 385,000 42,857 On October 25, 2021, Osher elected to convert the aggregate principal amount of the Note, $ 110,000 157,143 On October 22, 2021, the Company and Osher amended convertible debt agreements as follows: ● The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022. ● The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $ 652,300 717,530 65,230 October 20, 2022 ● In exchange for the extension of the Note, the Company issued Osher five-year 450,000 1.00 Common Stock On November 3, 2021, the Company entered into a three-month Advertising and Marketing Consulting Agreement (“Agreement”) with a third party. The Company agreed to pay $ 20,000 15,000 th On October 20, 2021, the entered into a securities purchase agreement with an accredited investor that resulted in the issuance of 320,000 320,000 400,000 1.25 five-year 1.25 On October 14, 2021, the Company issued a total of 47,000 37,600 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed consolidated 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 unaudited condensed consolidated 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 unaudited condensed consolidated financial statements. The more significant estimates and assumptions by management include among others: realizability of inventory, 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 for all single accounts owned by the same person at the same bank . 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 |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising expenses are recorded as general and administrative expenses when they are incurred. The Company had no 400 505 |
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 September 30, 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 September 30, 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 September 30, 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 |
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 in exchange for founder’s shares. |
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 analysis requires 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 September 30, 2021 and December 31, 2020, the Company had no |
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 September 30, 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 |
Stock Based Compensation | Stock Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation |
Non-Employee Stock Based Compensation | Non-Employee Stock Based Compensation In accordance with ASC 505, 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 unaudited condensed consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following as of: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Life September 30, 2021 December 31, 2020 Office equipment 5 $ 22,279 $ 2,074 Accumulated depreciation (1,625 ) (346 ) $ 20,654 $ 1,728 Depreciation expense was $ 432 1,279 0 0 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets co SCHEDULE OF INTANGIBLE ASSETS Estimated life September 30, 2021 December 31, 2020 Trademarks 3 $ 22,061 $ 22,061 Website 3 10,799 10,799 Accumulated amortization (26,260 ) (10,955 ) $ 6,600 $ 21,905 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE RELATED TO INTANGIBLE ASSETS | As of September 30, 2021, estimated future amortization expenses related to intangible assets were as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE RELATED TO INTANGIBLE ASSETS Intangible Assets 2021 (remaining 3 months) $ 900 2022 3,600 2023 2,100 Total $ 6,600 The Company had amortization expense of $ 900 15,305 360 600 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 in exchange for founder’s shares. |
CONVERTIBLE PROMISSORY DEBENT_2
CONVERTIBLE PROMISSORY DEBENTURES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, 2021 December 31, 2020 February 10, 2021 ($110,000) 0% February 10, 2022 $ 110,000 $ - January 28, 2020 ($385,000) 8% October 20, 2021 385,000 385,000 June 23, 2020 ($55,000) 0% October 20, 2021 55,000 50,000 September 17, 2020 ($181,500) 0% October 20, 2021 181,500 181,500 Total convertible notes payable 731,500 616,500 Original issue discount (4,984 ) (19,667 ) Debt discount (41,773 ) (78,165 ) Total convertible notes payable $ 684,743 $ 518,668 |
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON CONVERTIBLE PROMISSORY DEBENTURES | Principal payments on convertible promissory debentures are due as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON CONVERTIBLE PROMISSORY DEBENTURES Year ending December 31, 2021 (remaining 3 months) $ 609,827 2022 74,916 Total $ 684,743 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Operating Leases | |
SCHEDULE OF OPERATING LEASE COST AND SUPPLEMENTAL CASH FLOW INFORMATION | The components of lease expense and supplemental cash flow information related to leases for the period are as follows: In accordance with ASC 842, the components of lease expense were as follows: SCHEDULE OF OPERATING LEASE COST AND SUPPLEMENTAL CASH FLOW INFORMATION Nine Months ended Three Months ended 2021 2020 2021 2020 Operating lease expense $ 24,094 $ - $ 18,070 $ - Short term lease cost $ - $ - $ - $ - Total lease expense $ 24,094 $ - $ 18,070 $ - In accordance with ASC 842, other information related to leases was as follows: Nine Months ended September 30, 2021 2020 Operating cash flows from operating leases $ 9,131 $ - Cash paid for amounts included in the measurement of lease liabilities $ 9,131 $ - Weighted-average remaining lease term—operating leases 4.92 - Weighted-average discount rate—operating leases 10 % - |
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES | In accordance with ASC 842, maturities of operating lease liabilities as of September 30, 2021 were as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Year ending: Operating Lease 2021 (remaining three months) $ 11,911 2022 72,714 2023 74,895 2024 77,142 2025 79,456 Thereafter 54,225 Total undiscounted cash flows $ 370,342 Reconciliation of lease liabilities: Weighted-average remaining lease terms 4.92 Weighted-average discount rate 10 % Present values $ 291,331 Lease liabilities—current 38,524 Lease liabilities—long-term 252,807 Lease liabilities—total $ 291,331 Difference between undiscounted and discounted cash flows $ 79,011 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 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: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET INCOME PER SHARE Nine Months Ended September 30, Three Months Ended September 30, 2021 2020 2021 2020 Net loss attributable to the common stockholders $ (1,777,447 ) $ (807,568 ) $ (665,904 ) $ (295,990 ) Basic weighted average outstanding shares of common stock 36,138,191 500,000 36,721,651 500,000 Dilutive effect of options and warrants - - - - Diluted weighted average common stock and common stock equivalents 36,138,191 500,000 36,721,651 500,000 Loss per share: Basic and diluted $ (0.05 ) $ (1.62 ) $ (0.02 ) $ (0.59 ) |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | Oct. 19, 2020 | Sep. 30, 2021 | Nov. 12, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, issued | 36,728,803 | 35,201,513 | ||
Common stock, outstanding | 36,728,803 | 35,201,513 | ||
Proceed from issuance of equity | $ 2,840,010 | |||
Proceed from sale of common stock | 1,865,000 | |||
Proceed from convertible promissory debentures | $ 975 | |||
Subsequent Event [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, issued | 37,295,803 | |||
Common stock, outstanding | 37,295,803 | |||
Subsequent Event [Member] | Non Affiliate Shareholders [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, issued | 11,655,083 | |||
Common stock, outstanding | 11,655,083 | |||
Share Exchange Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of common stock outstanding | 75.00% | |||
Converted liabilities | $ 3,429,516 | |||
Conversion shares | 7,907,351 | |||
Share Exchange Agreement [Member] | Sigyn Stockholder [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of acquisition ownership interest | 100.00% | |||
Share Exchange Agreement [Member] | Sigyn Stockholders [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of acquisition ownership interest | 75.00% |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Accumulated deficit | $ 3,038,587 | $ 3,038,587 | $ 1,261,140 | ||||||
Working capital (deficit) | 287,000 | 287,000 | $ 76,000 | ||||||
Net loss | $ 665,904 | $ 649,861 | $ 461,682 | $ 295,990 | $ 260,396 | $ 251,182 | 1,777,447 | $ 807,568 | |
Net Cash Provided by (Used in) Operating Activities | $ 1,221,221 | $ 549,056 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||
Income tax description | less than a 50% likelihood | |||
Advertising expenses | $ 0 | $ 400 | $ 0 | $ 505 |
Property, Plant and Equipment, Useful Life | 5 years | |||
Intangible assets amortization period | 3 years | |||
Impairment of long-lived assets | $ 0 | $ 0 | ||
Potential dilutive securities | 0 | 0 | 0 | 0 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Total | $ 20,654 | $ 1,728 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Equipment gross | $ 22,279 | 2,074 |
Accumulated depreciation | (1,625) | (346) |
Total | $ 20,654 | $ 1,728 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 432 | $ 0 | $ 1,279 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 3 years | |
Accumulated amortization | $ (26,260) | $ (10,955) |
Total | $ 6,600 | 21,905 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 3 years | |
Intangible assets gross | $ 22,061 | 22,061 |
Website [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 3 years | |
Intangible assets gross | $ 10,799 | $ 10,799 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE RELATED TO INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (remaining 3 months) | $ 900 | |
2022 | 3,600 | |
2023 | 2,100 | |
Total | $ 6,600 | $ 21,905 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 900 | $ 360 | $ 15,305 | $ 600 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Convertible notes payable | $ 731,500 | $ 616,500 |
Original issue discount | (4,984) | (19,667) |
Debt discount | (41,773) | (78,165) |
Total convertible notes payable | 684,743 | 518,668 |
Convertible Promissory Note One [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 110,000 | |
Convertible Promissory Note Two [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 385,000 | 385,000 |
Convertible Promissory Note Three [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 55,000 | 50,000 |
Convertible Promissory Note Four [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | $ 181,500 | $ 181,500 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) (Parenthetical) | Feb. 10, 2021 | Jun. 23, 2020 | Jan. 28, 2020 |
Convertible Promissory Note One [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument interest rate | 0.00% | ||
Debt instrument maturity date | Feb. 10, 2022 | ||
Convertible Promissory Note Two [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument interest rate | 8.00% | ||
Debt instrument maturity date | Oct. 20, 2021 | ||
Convertible Promissory Note Three [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument interest rate | 0.00% | ||
Debt instrument maturity date | Oct. 20, 2021 | ||
Convertible Promissory Note Four [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument interest rate | 0.00% | ||
Debt instrument maturity date | Oct. 20, 2021 |
SCHEDULE OF PRINCIPAL PAYMENTS
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON CONVERTIBLE PROMISSORY DEBENTURES (Details) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (remaining 3 months) | $ 609,827 |
2022 | 74,916 |
Total | $ 684,743 |
CONVERTIBLE PROMISSORY DEBENT_3
CONVERTIBLE PROMISSORY DEBENTURES (Details Narrative) - USD ($) | Oct. 28, 2021 | Oct. 25, 2021 | Oct. 22, 2021 | Oct. 21, 2021 | May 04, 2021 | Feb. 10, 2021 | 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 | Sep. 30, 2021 | Oct. 20, 2021 | May 10, 2021 | Feb. 19, 2021 | Dec. 31, 2020 | Dec. 02, 2020 | Nov. 05, 2020 | Oct. 28, 2020 | Oct. 27, 2020 | Oct. 26, 2020 |
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 975 | |||||||||||||||||||||||||
Original issue discount amount | $ 41,773 | $ 78,165 | ||||||||||||||||||||||||
Convertible Promissory Note One [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt instrument maturity date | Feb. 10, 2022 | |||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 0.00% | 0.00% | ||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Securities Purchase Agreement [Member] | Osher Capital Partners LLC [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
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) $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 | (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 | |||||||||||||||||||||||
Aggregate principal amount of debt | $ 110,000 | $ 110,000 | $ 181,500 | $ 50,000 | $ 385,000 | |||||||||||||||||||||
Debt instrument maturity date | Feb. 11, 2022 | Sep. 30, 2021 | Jun. 23, 2021 | Jan. 26, 2021 | ||||||||||||||||||||||
Term of warrants | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||
Aggregate number of warrants to purchase shares | 157,143 | 157,143 | 8,250 | 10,000 | 80,209 | |||||||||||||||||||||
Exercise price of warrants per share | $ 1.20 | $ 1.20 | $ 30 | $ 30 | $ 7 | |||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 100,000 | $ 165,000 | $ 50,005 | $ 350,005 | ||||||||||||||||||||||
Original issue discount amount | $ 10,000 | $ 10,000 | $ 16,500 | $ 0 | $ 34,995 | |||||||||||||||||||||
Debt instrument conversion price per share | $ 0.70 | $ 0.70 | $ 0.39 | $ 0.39 | $ 0.094 | |||||||||||||||||||||
Convertible Promissory Note One [Member] | Securities Purchase Agreement [Member] | Osher Capital Partners LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2022 | Oct. 20, 2021 | ||||||||||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 450,000 | |||||||||||||||||||||||||
Exercise price of warrants per share | $ 1 | |||||||||||||||||||||||||
Debt principal amount converted | $ 16,714 | $ 110,000 | ||||||||||||||||||||||||
Shares issued upon conversion of debt | 42,857 | 157,143 | ||||||||||||||||||||||||
Principal amount | $ 385,000 | $ 717,530 | $ 652,300 | |||||||||||||||||||||||
Accrued interest | $ 65,230 | |||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Amended Convertible Debt Agreement [Member] | Osher Capital Partners LLC [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | Oct. 20, 2021 | ||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 4,113,083 | 465,366 | ||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.14 | $ 0.59 | ||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 8.00% | |||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Amended Convertible Debt Agreement Two [Member] | Osher Capital Partners LLC [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
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 | $ 50,005 | |||||||||||||||||||||||||
Original issue discount amount | 4,995 | |||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | |||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 8.00% | 8.00% | ||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | Securities Purchase Agreement [Member] | Previous Noteholder One [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
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 the previous noteholder | |||||||||||||||||||||||||
Aggregate principal amount of debt | $ 50,000 | |||||||||||||||||||||||||
Debt instrument maturity date | Jun. 23, 2021 | |||||||||||||||||||||||||
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] | Securities Purchase Agreement [Member] | Osher Capital Partners LLC [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
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 Oshe | |||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | Securities Purchase Agreement [Member] | Previous Noteholder One [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount of debt | $ 141,020 | |||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | Amended Convertible Debt Agreement [Member] | Previous Noteholder One [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Convertible Promissory Note [Member] | Previous Noteholder Two [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount of debt | $ 57,147 | $ 70,510 | ||||||||||||||||||||||||
Convertible Promissory Note [Member] | Previous Noteholder Three [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount of debt | 239,734 | |||||||||||||||||||||||||
Convertible Promissory Note [Member] | Previous Noteholder Five [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount of debt | $ 56,408 | |||||||||||||||||||||||||
Exercise price of warrants per share | $ 423,060 | |||||||||||||||||||||||||
Convertible Promissory Note [Member] | Previous Noteholder Six [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount of debt | $ 84,612 | |||||||||||||||||||||||||
Convertible Promissory Note [Member] | Previous Noteholder Seven [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount of debt | $ 157,143 | |||||||||||||||||||||||||
Convertible Promissory Note [Member] | Osher Capital Partners LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount of debt | $ 385,000 | $ 110,000 | ||||||||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2022 | |||||||||||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 450,000 | |||||||||||||||||||||||||
Exercise price of warrants per share | $ 1 | |||||||||||||||||||||||||
Debt principal amount converted | $ 65,230 | |||||||||||||||||||||||||
Accrued interest | $ 717,530 | |||||||||||||||||||||||||
Convertible Promissory Note [Member] | Osher Capital Partners LLC [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Shares issued upon conversion of debt | 42,857 | 157,143 | ||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Previous Noteholder Two [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
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 the previous noteholder | |||||||||||||||||||||||||
Aggregate principal amount of debt | $ 25,000 | |||||||||||||||||||||||||
Debt instrument maturity date | Aug. 18, 2021 | |||||||||||||||||||||||||
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] | Previous Noteholder Three [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
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 the previous noteholder | |||||||||||||||||||||||||
Aggregate principal amount of debt | $ 93,500 | |||||||||||||||||||||||||
Debt instrument maturity date | Sep. 30, 2021 | |||||||||||||||||||||||||
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] | Securities Purchase Agreement [Member] | Previous Noteholder Five [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
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 the previous noteholder | (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 | ||||||||||||||||||||||||
Aggregate principal amount of debt | $ 27,500 | $ 165,000 | ||||||||||||||||||||||||
Debt instrument maturity date | Aug. 28, 2021 | Sep. 30, 2021 | ||||||||||||||||||||||||
Term of warrants | 5 years | 5 years | ||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 1,000 | 7,500 | ||||||||||||||||||||||||
Exercise price of warrants per share | $ 30 | $ 30 | ||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 20,000 | $ 150,000 | ||||||||||||||||||||||||
Original issue discount amount | $ 7,500 | $ 15,000 | ||||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.39 | $ 0.39 | ||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Previous Noteholder Six [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
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 the previous noteholder | |||||||||||||||||||||||||
Aggregate principal amount of debt | $ 33,000 | |||||||||||||||||||||||||
Debt instrument maturity date | Aug. 18, 2021 | |||||||||||||||||||||||||
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] | Previous Noteholder Seven [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
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 the previous noteholder | |||||||||||||||||||||||||
Aggregate principal amount of debt | $ 110,000 | $ 110,000 | ||||||||||||||||||||||||
Debt instrument maturity date | Feb. 11, 2022 | |||||||||||||||||||||||||
Term of warrants | 5 years | 5 years | ||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 157,143 | 157,143 | ||||||||||||||||||||||||
Exercise price of warrants per share | $ 1.20 | $ 1.20 | ||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 100,000 | |||||||||||||||||||||||||
Original issue discount amount | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.70 | $ 0.70 | ||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Previous Noteholder Eight [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount of debt | $ 55,000 | |||||||||||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 71,429 | |||||||||||||||||||||||||
Exercise price of warrants per share | $ 1.20 | |||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 50,000 | |||||||||||||||||||||||||
Original issue discount amount | $ 5,000 | |||||||||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement [Member] | Previous Noteholder Two [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement [Member] | Previous Noteholder Five [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount of debt | $ 22,000 | |||||||||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | |||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 56,408 | 423,060 | ||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | $ 0.59 | ||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 20,000 | |||||||||||||||||||||||||
Original issue discount amount | $ 2,000 | |||||||||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement [Member] | Previous Noteholder Six [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | |||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 84,612 | |||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | |||||||||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement Two [Member] | Previous Noteholder Three [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2021 | |||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 239,734 | |||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.59 |
STOCKHOLDERS_ Equity (Details N
STOCKHOLDERS’ Equity (Details Narrative) - USD ($) | Jul. 14, 2021 | May 10, 2021 | Apr. 14, 2021 | Jan. 14, 2021 | Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Feb. 19, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||||
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 | 500,000 | ||||||||
Proceeds from issuance of common stock | $ 1,865,000 | ||||||||
Brio Capital Maser Fund Ltd [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Debt conversion, amount | $ 110,000 | ||||||||
Debt conversion, shares issued | 157,143 | ||||||||
Private Placement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate number of warrants to purchase shares | 1,172,000 | ||||||||
Proceeds from issuance of common stock | $ 1,465,000 | $ 1,500,000 | |||||||
Sale of stock, description | The offering allowed for qualified investors to purchase one share of the Company’s common stock $1.25. For each share purchased, the qualified investors received a five-year warrant to purchase one share of common stock at $1.75 per share. | ||||||||
Shares issued price per share | $ 1.25 | ||||||||
Stock issued during period shares | 1,172,000 | ||||||||
Previous Noteholder [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate number of warrants to purchase shares | 57,147 | ||||||||
Third Parties [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period shares | 1,313,000 | ||||||||
Debt conversion, shares issued | 157,143 | ||||||||
Restricted Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period shares | 47,000 | 47,000 | 47,000 | 500,000 | |||||
Stock issued during period value | $ 47,000 | $ 82,250 | $ 82,250 | $ 50 |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COST AND SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Leases | ||||
Operating lease expense | $ 18,070 | $ 24,094 | ||
Short term lease cost | ||||
Total lease expense | $ 18,070 | 24,094 | ||
Operating cash flows from operating leases | 9,131 | |||
Cash paid for amounts included in the measurement of lease liabilities | $ 9,131 | |||
Weighted-average remaining lease term - operating leases | 4 years 11 months 1 day | 4 years 11 months 1 day | ||
Weighted-average discount rate - operating leases | 10.00% | 10.00% |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2021 (remaining six months) | $ 11,911 | |
2022 | 72,714 | |
2023 | 74,895 | |
2024 | 77,142 | |
2025 | 79,456 | |
Thereafter | 54,225 | |
Total undiscounted cash flows | $ 370,342 | |
Weighted-average remaining lease terms | 4 years 11 months 1 day | |
Weighted-average discount rate | 10.00% | |
Present values | $ 291,331 | |
Lease liabilities - current | 38,524 | |
Lease liabilities - long-term | 252,807 | |
Lease liabilities - total | 291,331 | |
Difference between undiscounted and discounted cash flows | $ 79,011 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 27, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating lease right-of-use assets | $ 276,326 | $ 276,326 | ||||
Operating lease liability | 291,331 | 291,331 | ||||
Lease monthly rent | $ 5,955 | |||||
Lease expiration date | Sep. 30, 2026 | |||||
Operating lease cost | 18,070 | 24,094 | ||||
ASC 842 [Member] | ||||||
Operating lease right-of-use assets | 290,827 | 290,827 | ||||
Operating lease liability | $ 290,827 | $ 290,827 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
C E O And C T O [Member] | |||||
Related Party Transaction [Line Items] | |||||
Annual base salary | $ 34,750 | ||||
Performance bonus, percentage | 500.00% | ||||
Employment Agreements [Member] | Mr Joyce [Member] | |||||
Related Party Transaction [Line Items] | |||||
Annual base salary | $ 455,000 | ||||
Maximum bonus compensation percentage | 50.00% | ||||
Beneficial ownership target percentage | 9.00% | ||||
Compensation expense | $ 112,500 | $ 91,800 | $ 337,500 | $ 195,260 | |
Employee benefits | 3,261 | 5,106 | 19,000 | 15,318 | |
Employment Agreements [Member] | Chief Technology Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Compensation expense | 60,000 | 65,000 | 180,000 | 133,016 | |
Employee benefits | $ 10,104 | $ 5,106 | $ 12,157 | $ 15,318 |
SCHEDULE OF COMPUTATION OF BASI
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET INCOME PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||||
Net loss attributable to the common stockholders | $ (665,904) | $ (649,861) | $ (461,682) | $ (295,990) | $ (260,396) | $ (251,182) | $ (1,777,447) | $ (807,568) |
Basic weighted average outstanding shares of common stock | 36,721,651 | 500,000 | 36,138,191 | 500,000 | ||||
Dilutive effect of options and warrants | ||||||||
Diluted weighted average common stock and common stock equivalents | 36,721,651 | 500,000 | 36,138,191 | 500,000 | ||||
Basic and diluted | $ (0.02) | $ (0.59) | $ (0.05) | $ (1.62) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | May 13, 2021USD ($) |
Media Agreement [Member] | |
Long-term Purchase Commitment [Line Items] | |
Payments under agreement | $ 25,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 03, 2021 | Oct. 28, 2021 | Oct. 25, 2021 | Oct. 22, 2021 | Oct. 20, 2021 | Oct. 14, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||||||||||||
Advertising expense | $ 0 | $ 400 | $ 0 | $ 505 | ||||||||
Proceeds from common stock issuance | $ 1,865,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common shares issued | 1,172,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period shares | 47,000 | |||||||||||
Stock issued during period value | $ 37,600 | |||||||||||
Subsequent Event [Member] | Advertising And Marketing Consulting Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Advertising expense | $ 20,000 | |||||||||||
Number of common shares issued | 15,000 | |||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds from common stock issuance | $ 400,000 | |||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Accredited Investor [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||
Warrants exercise price | $ 1.25 | |||||||||||
Subsequent Event [Member] | Common Stock [Member] | Securities Purchase Agreement [Member] | Accredited Investor [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Aggregate number of warrants to purchase shares | 320,000 | |||||||||||
Number of common shares issued | 320,000 | |||||||||||
Subsequent Event [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | Accredited Investor [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants exercise price | $ 1.25 | |||||||||||
Subsequent Event [Member] | Osher Capital Partners LLC [Member] | Convertible Promissory Note [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt amount to be converted | $ 16,714 | |||||||||||
Debt principal amount | $ 385,000 | $ 110,000 | ||||||||||
Debt maturity date, description | The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022. | |||||||||||
Debt accrued interest | $ 717,530 | |||||||||||
Debt original amount | $ 65,230 | |||||||||||
Debt maturity, date | Oct. 20, 2022 | |||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||
Aggregate number of warrants to purchase shares | 450,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||
Subsequent Event [Member] | Osher Capital Partners LLC [Member] | Convertible Promissory Note [Member] | Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Conversion shares | 42,857 | 157,143 | ||||||||||
Subsequent Event [Member] | Osher Capital Partners LLC [Member] | October Twenty Two Thousand Twenty Notes [Member] | Minimum [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt accrued interest | $ 652,300 |