Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
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 |
Entity Address, Address Line Two | Suite 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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | true |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | VCorp Services |
Entity Address, Address Line Two | 18 Lafayette Place |
Entity Address, City or Town | Woodmere |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11598 |
City Area Code | (845) |
Local Phone Number | 425-0077 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 7,291 | $ 340,956 | $ 84,402 |
Accounts receivable | |||
Inventories | 50,000 | 50,000 | 586,047 |
Notes receivable | |||
Other current assets | 47,706 | 2,075 | |
Total current assets | 104,997 | 393,031 | 670,449 |
Property and equipment, net | 25,482 | 28,046 | 1,728 |
Intangible assets, net | 3,900 | 5,700 | 21,905 |
Operating lease right-of-use assets, net | 240,818 | 262,771 | |
Other assets | 20,711 | 20,711 | |
Total assets | 395,908 | 710,259 | 694,082 |
Current liabilities: | |||
Accounts payable | 39,674 | 16,005 | |
Accounts payable | 299,317 | 39,853 | |
Accrued payroll and payroll taxes | 69,842 | 1,072 | 59,707 |
Short-term convertible notes payable, less unamortized debt issuance costs of $333,097 and $53,614, respectively | 945,219 | 647,202 | 518,668 |
Current portion of operating lease liabilities | 49,545 | 46,091 | |
Other current liabilities | 179 | 523 | |
Total current liabilities | 1,363,923 | 734,218 | 594,903 |
Long-term liabilities: | |||
Operating lease liabilities, net of current portion | 215,146 | 240,625 | |
Total long-term liabilities | 215,146 | 240,625 | |
Total liabilities | 1,579,069 | 974,843 | 594,903 |
Stockholders’ deficit: | |||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | |||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 37,295,813 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 3,730 | 3,730 | 3,520 |
Additional paid-in capital | 4,423,239 | 3,997,445 | 1,356,799 |
Accumulated deficit | (5,610,130) | (4,265,759) | (1,261,140) |
Total stockholders’ deficit | (1,183,161) | (264,584) | 99,179 |
Total liabilities and stockholders’ deficit | $ 395,908 | $ 710,259 | $ 694,082 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Unamortized debt issuance costs | $ 333,097 | $ 53,614 | $ 97,832 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 37,295,813 | 37,295,813 | 35,201,513 |
Common stock, shares outstanding | 37,295,813 | 37,295,813 | 35,201,513 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Net revenues | ||||||
Gross Profit | ||||||
Operating expenses: | ||||||
Marketing expenses | 131 | 82,250 | 381 | 164,500 | 705 | |
Research and development | 154,683 | 139,736 | 383,025 | 256,252 | 734,014 | 419,362 |
General and administrative | 377,981 | 219,832 | 758,625 | 423,163 | 1,274,203 | 496,367 |
Total operating expenses | 532,795 | 441,818 | 1,142,031 | 843,915 | 2,008,217 | 916,434 |
Loss from operations | (532,795) | (441,818) | (1,142,031) | (843,915) | (2,008,217) | (916,434) |
Other expense: | ||||||
Impairment of assets | 536,047 | |||||
Interest expense | 31 | 30,867 | ||||
Interest expense - debt discount | 108,597 | 185,783 | 160,854 | 236,642 | 368,205 | |
Interest expense - original issuance costs | 24,933 | 22,260 | 41,455 | 30,986 | 61,283 | 343,156 |
Total other expense | 133,530 | 208,043 | 202,340 | 267,628 | 996,402 | 343,156 |
Loss before income taxes | (666,325) | (649,861) | (1,344,371) | (1,111,543) | (3,004,619) | (1,259,590) |
Income taxes | ||||||
Net loss | $ (666,325) | $ (649,861) | $ (1,344,371) | $ (1,111,543) | $ (3,004,619) | $ (1,259,590) |
Net loss per share, basic and diluted | $ (0.02) | $ (0.02) | $ (0.04) | $ (0.03) | $ (0.08) | $ (0.17) |
Weighted average number of shares outstanding | ||||||
Basic and diluted | 37,295,803 | 36,410,334 | 37,295,803 | 35,841,627 | 36,396,585 | 7,351,272 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' 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 | |||
Common stock issued for cash | $ 3,368 | 606,813 | 610,181 | |
Common stock issued in conjunction with reverse merger, shares | 33,686,169 | |||
Warrants issued to third parties in conjunction with debt issuance | 223,560 | 223,560 | ||
Beneficial conversion feature in conjunction with debt issuance | 129,938 | 129,938 | ||
Common stock issued to third parties in conjunction with conversion of debt | $ 102 | 395,898 | 396,000 | |
Common stock issued to third parties in conjunction with conversion of debt, shares | 1,015,344 | |||
Net loss | (1,259,590) | (1,259,590) | ||
Ending balance, value at Dec. 31, 2020 | $ 3,520 | 1,356,799 | (1,261,140) | 99,179 |
Ending balance, shares at Dec. 31, 2020 | 35,201,513 | |||
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 | ||
Net loss | (461,682) | (461,682) | ||
Common stock issued to third party for services | $ 5 | 82,245 | 82,250 | |
Common stock issued to third party for services, shares | 47,000 | |||
Ending balance, value at Mar. 31, 2021 | $ 3,525 | 1,639,044 | (1,722,822) | (80,253) |
Ending balance, shares at Mar. 31, 2021 | 35,248,513 | |||
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 | (1,111,543) | |||
Ending balance, value at Jun. 30, 2021 | $ 3,663 | 3,346,157 | (2,372,683) | 977,137 |
Ending balance, shares at Jun. 30, 2021 | 36,624,656 | |||
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 | |||
Warrants issued to third parties in conjunction with debt issuance | 188,069 | 188,069 | ||
Beneficial conversion feature in conjunction with debt issuance | 101,972 | 101,972 | ||
Common stock issued to third parties in conjunction with conversion of debt | $ 36 | 236,679 | 236,715 | |
Common stock issued to third parties in conjunction with conversion of debt, shares | 357,143 | |||
Net loss | (3,004,619) | (3,004,619) | ||
Common stock issued to third party for services | $ 19 | 249,081 | 249,100 | |
Common stock issued to third party for services, shares | 188,000 | |||
Common stock and warrants issued for cash | $ 149 | 1,864,851 | 1,865,000 | |
Common stock and warrants issued for cash, shares | 1,492,000 | |||
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 | |||
Ending balance, value at Dec. 31, 2021 | $ 3,730 | 3,997,445 | (4,265,759) | (264,584) |
Ending balance, shares at Dec. 31, 2021 | 37,295,803 | |||
Beginning balance, value at Mar. 31, 2021 | $ 3,525 | 1,639,044 | (1,722,822) | (80,253) |
Beginning balance, shares at Mar. 31, 2021 | 35,248,513 | |||
Common stock issued for cash | $ 118 | 1,464,882 | 1,465,000 | |
Common stock issued in conjunction with reverse merger, shares | 1,172,000 | |||
Warrants issued to third parties in conjunction with debt issuance | 34,118 | 34,118 | ||
Beneficial conversion feature in conjunction with debt issuance | 15,882 | 15,882 | ||
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 | |||
Net loss | (649,861) | (649,861) | ||
Common stock issued to third party for services | $ 5 | 82,245 | 82,250 | |
Common stock issued to third party for services, shares | 47,000 | |||
Ending balance, value at Jun. 30, 2021 | $ 3,663 | 3,346,157 | (2,372,683) | 977,137 |
Ending balance, shares at Jun. 30, 2021 | 36,624,656 | |||
Beginning balance, value at Dec. 31, 2021 | $ 3,730 | 3,997,445 | (4,265,759) | (264,584) |
Beginning balance, shares at Dec. 31, 2021 | 37,295,803 | |||
Warrants issued to third parties in conjunction with debt issuance | 162,362 | 162,362 | ||
Net loss | (678,046) | (678,046) | ||
Amortization of warrants issued in connection with a debt modification | 48,699 | 48,699 | ||
Ending balance, value at Mar. 31, 2022 | $ 3,730 | 4,208,506 | (4,943,805) | (731,569) |
Ending balance, shares at Mar. 31, 2022 | 37,295,803 | |||
Beginning balance, value at Dec. 31, 2021 | $ 3,730 | 3,997,445 | (4,265,759) | (264,584) |
Beginning balance, shares at Dec. 31, 2021 | 37,295,803 | |||
Net loss | (1,344,371) | |||
Ending balance, value at Jun. 30, 2022 | $ 3,730 | 4,423,239 | (5,610,130) | (1,183,161) |
Ending balance, shares at Jun. 30, 2022 | 37,295,803 | |||
Beginning balance, value at Mar. 31, 2022 | $ 3,730 | 4,208,506 | (4,943,805) | (731,569) |
Beginning balance, shares at Mar. 31, 2022 | 37,295,803 | |||
Warrants issued to third parties in conjunction with debt issuance | 168,991 | 168,991 | ||
Net loss | (666,325) | (666,325) | ||
Amortization of warrants issued in connection with a debt modification | 49,240 | 49,240 | ||
Fees associated with filing of Form S-1 | (3,498) | (3,498) | ||
Ending balance, value at Jun. 30, 2022 | $ 3,730 | $ 4,423,239 | $ (5,610,130) | $ (1,183,161) |
Ending balance, shares at Jun. 30, 2022 | 37,295,803 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (1,344,371) | $ (1,111,543) | $ (3,004,619) | $ (1,259,590) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 3,423 | 847 | 2,946 | 346 |
Amortization expense | 1,800 | 14,406 | 16,205 | 10,954 |
Stock issued for services | 164,500 | 249,100 | ||
Accretion of debt discount | 160,854 | 236,644 | 368,205 | 275,333 |
Accretion of original issuance costs | 41,455 | 30,986 | 61,283 | 67,823 |
Interest expense converted to notes payable | 30,800 | |||
Impairment of assets | 536,047 | |||
Changes in operating assets and liabilities: | ||||
Other current assets | (45,631) | (27,370) | (2,075) | |
Other assets | (20,711) | (20,711) | ||
Accounts payable | 259,464 | 24,661 | 23,669 | 15,095 |
Accrued payroll and payroll taxes | 68,698 | 5,020 | (58,635) | 59,707 |
Other current liabilities | 1,026 | 23,603 | 523 | |
Net cash used in operating activities | (854,308) | (681,534) | (1,774,182) | (829,809) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (859) | (2,871) | (29,264) | |
Website development costs | (10,799) | |||
Net cash used in investing activities | (859) | (2,871) | (29,264) | (10,799) |
Cash flows from financing activities: | ||||
Proceeds from short-term convertible notes | 525,000 | 250,000 | 250,000 | 925,010 |
Repayment of short-term convertible notes | (55,000) | (55,000) | ||
Common stock and warrants issued for cash | 1,865,000 | |||
Common stock issued for cash | 1,465,000 | |||
Fees associated with filing of Form S-1 | (3,498) | |||
Net cash provided by financing activities | 521,502 | 1,660,000 | 2,060,000 | 925,010 |
Net decrease in cash | (333,665) | 975,595 | 84,402 | |
Cash at beginning of period | 340,956 | 84,402 | 84,402 | |
Cash at end of period | 7,291 | 1,059,997 | 340,956 | 84,402 |
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 | 101,972 | 129,938 | |
Warrants issued to third parties in conjunction with debt issuance | 331,353 | 148,028 | 188,069 | 223,560 |
Original issue discount issued in conjunction with debt | 52,500 | 25,000 | 126,030 | 85,495 |
Common stock issued to third parties in conjunction with conversion of debt | 110,000 | 236,715 | 396,000 | |
Issuance of common stock in conjunction with cashless exercise of warrants | $ 6 | |||
Amortization of warrants issued in connection with a debt modification | $ 97,939 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Corporate History and Background Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”) is a development-stage medical technology company headquartered in San Diego, California. Our focus is directed toward the creation of therapeutic solutions that address unmet needs in global health. Sigyn Therapy™ is a broad-spectrum blood purification technology to address life-threatening infections and inflammatory disorders for which effective drug therapies are not available. Sigyn Therapy extracts pathogen sources of life-threatening inflammation in concert with dampening down the dysregulated overproduction of inflammatory cytokines (the cytokine storm), which plays a prominent role in each of our candidate treatment indications. Based on its ability to isolate and remove viral pathogens, bacterial toxins, and inflammatory cytokines from the bloodstream, Sigyn Therapy is a candidate to treat pathogen-associated sepsis (leading cause of hospital deaths), community acquired pneumonia (a leading cause of death among infectious diseases), emerging pandemic threats, and hyperinflammation & endotoxemia in end-stage renal disease patients. Since initiating the development of Sigyn Therapy in 2020, we completed a series of in vitro We also completed studies that demonstrated the ability of Sigyn Therapy to extract inflammatory cytokines from human blood plasma. These include interleukin-1 beta (IL-1b), interleukin-6 (IL-6), and tumor necrosis factor alpha (TNF-a). In a related study, we reduced the circulating presence of 104 nanometer liposomes as a model to evaluate the potential of Sigyn Therapy to address CytoVesicles that transport inflammatory cytokine cargos throughout the bloodstream. Additionally, we demonstrated the rapid reduction of hepatic (liver) toxins from human blood plasma, which included ammonia, bile acid and bilirubin. Based on these outcomes, we may further investigate the potential of Sigyn Therapy to address acute forms of liver failure. Subsequent to our in vitro in vivo In the studies, Sigyn Therapy was administered via standard dialysis machines utilizing conventional blood-tubing sets, for periods up to six hours in eight porcine (pig) subjects. Important criteria for treatment safety, including hemodynamic parameters, serum chemistries and hematologic measurements, were stable across all eight subjects. The data resulting from our in vivo and in vitro Beyond our focus to clinically advance Sigyn Therapy, we intend to develop a pipeline of extracorporeal blood purification therapies. In this regard, we have designed a therapeutic system to enhance the benefit of cancer chemotherapy. To support this endeavor, we disclosed on October 6, 2022, that a patent application entitled: “ SYSTEM AND METHODS TO ENHANCE CHEMOTHERAPY DELIVERY AND REDUCE TOXICITY” with the TM TM with the Chemotherapeutic agents are the most commonly administered drugs to treat cancer, which is the second leading cause of death in the United States. Despite therapeutic advances, treatment toxicity, drug resistance and inadequate tumor site delivery restrict the benefit of chemotherapy. To overcome these challenges, our patent submission describes a therapeutic device system whose primary objective is to enhance tumor site delivery of chemotherapy and reduce its toxicity. A secondary objective of the system is to reduce treatment dosing without sacrificing patient benefit, or conversely increase chemotherapy dosing without added toxicity. In concert with these objectives, the therapeutic system offers to inhibit the spread of cancer metastasis reported to be induced by the administration of chemotherapy. Our proposed chemotherapy enhancement system is comprised of two blood purification technologies. ChemoPrep TM TM Merger Transaction On October 19, 2020, Sigyn Therapeutics, Inc, a Delaware corporation (the “Registrant”) formerly known as Reign Resources Corporation, completed a Share Exchange Agreement (the “Agreement”) with Sigyn Therapeutics, Inc., a private entity incorporated in the State of Delaware on October 19, 2019. In the Share Exchange Agreement, we acquired 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 private 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 August 15, 2022, we have a total 37,295,813 11,655,813 | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Corporate History and Background Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”) is a development-stage therapeutic technology company headquartered in San Diego, California USA. Our business focus is the clinical advancement of Sigyn Therapy, a multi-function blood purification technology designed to overcome the limitations of previous drugs and devices to treat life-threatening inflammatory disorders, including sepsis, the leading cause of hospital deaths worldwide. We are advancing Sigyn Therapy to treat pathogen-associated conditions that precipitate sepsis and other high-mortality disorders that are not addressed with approved drug therapies. To address these unmet therapeutic needs, we designed Sigyn Therapy to extract pathogen sources of life-threating inflammation from the bloodstream in concert with the depletion of pro-inflammatory cytokines, whose dysregulated production (the cytokine storm) plays a prominent role in each of our therapeutic indication opportunities. In addition to sepsis, our candidate treatment indications include, but are not limited to; emerging pandemic threats, drug resistant pathogens, hepatic encephalopathy, bridge to liver transplant, and community-acquired pneumonia (“CAP”), which is a leading cause of death among infectious diseases, the leading cause of death in children under five years of age, and a catalyst for approximately 50 Public Merger Agreement On October 19, 2020, Sigyn Therapeutics, Inc, a Delaware corporation (the “Registrant”) formerly known as Reign Resources Corporation, completed a Share Exchange Agreement (the “Agreement”) with Sigyn Therapeutics, Inc., a private entity incorporated in the State of Delaware on October 19, 2019. In the Share Exchange Agreement, we acquired 100 % of the issued and outstanding shares of privately held Sigyn Therapeutics Inc., common stock in exchange for 75 % of the fully paid and nonassessable shares of our common stock outstanding (the “Acquisition”). In conjunction with the transaction, we changed our name from Reign Resources Corporation to Sigyn Therapeutics, Inc. pursuant to an amendment to our articles of incorporation that was filed with the State of Delaware. The Acquisition was treated by the Company as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For accounting purposes, Sigyn is considered to have acquired Reign Resources Corporation as the accounting acquirer because: (i) Sigyn stockholders own 75 The Acquisition was treated as a “tax-free exchange” under Section 368 of the Internal Revenue Code of 1986 and resulted in the private 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. Upon the closing of the Acquisition, we appointed James A. Joyce and Craig P. Roberts to serve as members of our Board of Directors. As of March 14, 2022, we have a total 37,295,803 11,655,803 About Sigyn Therapy Our business focus is the clinical advancement of Sigyn Therapy, a multi-function blood purification technology designed to overcome the limitations of previous drugs and devices to treat life-threatening inflammatory disorders, including sepsis, the leading cause of hospital deaths worldwide. We are advancing Sigyn Therapy to treat pathogen-associated conditions that precipitate sepsis and other high-mortality disorders that are not addressed with approved drug therapies. To address these unmet therapeutic needs, we designed Sigyn Therapy to extract pathogen sources of life-threating inflammation from the bloodstream in concert with the depletion of pro-inflammatory cytokines, whose dysregulated production (the cytokine storm) plays a prominent role in each of our therapeutic indication opportunities. In addition to sepsis, our candidate treatment indications include, but are not limited to; emerging pandemic threats, drug resistant pathogens, hepatic encephalopathy, bridge to liver transplant, and CAP, which is a leading cause of death among infectious diseases, the leading cause of death in children under five years of age, and a catalyst for approximately 50 Post Public Merger Developments Since the consummation of our public merger on October 19, 2020, we have advanced Sigyn Therapy from conceptual design to clinical application. We initiated and completed six (6) in vitro endotoxin (gram-negative bacterial toxin); peptidoglycan and lipoteichoic acid (gram-positive bacterial toxins); viral pathogens (including SARS-CoV-2); hepatic toxins (ammonia, bile acid, and bilirubin); CytoVesicles (extracellular vesicles that transport inflammatory cytokine cargos); and tumor necrosis factor alpha (TNF alpha), interleukin-1 beta (IL-1b), interleukin 6 (IL-6), which are pro-inflammatory cytokines whose dysregulated production (the cytokine storm) precipitate sepsis and play a prominent role in each of our therapeutic opportunities. Subsequent to these milestone achievements, we announced the completion of in vivo demonstrated Sigyn Therapy to be safe and well tolerated. In the studies, Sigyn Therapy was administered via standard dialysis machines utilizing conventional blood-tubing sets, for periods of up to six hours in eight (8) porcine (pig) subjects, each weighing approximately 40-45 kilograms. The studies were comprised of a pilot phase (two subjects), which evaluated the feasibility of the study protocol in the first-in-mammal use of Sigyn Therapy; and an expansion phase (six subjects) to further assess treatment safety and refine pre-treatment set-up and operating procedures. Sigyn Therapy was well tolerated by all eight animal subjects and no serious adverse events were reported in any treated animal subject. Important criteria for treatment safety – including hemodynamic parameters, serum chemistries and hematologic measurements – were stable across all subjects. The studies were conducted by a clinical team at Innovative BioTherapies, Inc. (“IBT”), under a contract with the University of Michigan to utilize animal care, associated institutional review oversight, as well as surgical suite facilities located within the North Campus Research Complex. IBT is uniquely experienced in providing development services that support the clinical advancement of extracorporeal devices. The treatment protocol of the study was reviewed and approved by the University of Michigan Institutional Animal Care and Use Committee (IACUC). We plan to incorporate the data resulting from our in vivo and invitro |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include all adjustments necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 5,610,130 4,265,759 1,258,926 341,187 1,344,371 1,111,543 854,308 681,534 While the Company is attempting to expand operations and increase revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | NOTE 2 – BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include all adjustments necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 4,265,759 at December 31, 2021, had a working capital deficit of approximately $ 341,000 at December 31, 2021, had net losses of $ 3,004,619 and $ 1,259,590 for the years ended December 31, 2021 and 2020, respectively, and net cash used in operating activities of $ 1,774,182 and $ 829,809 for the years ended December 31, 2021 and 2020, respectively, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to expand 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 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: common stock valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Cash The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 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 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained Advertising and Marketing Costs Advertising expenses are recorded as general and administrative expenses when they are incurred. The Company had advertising expenses of $ 131 381 82,250 164,500 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 June 30, 2022 and December 31, 2021, 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 June 30, 2022. 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. Based on the significant advancement of Sigyn Therapy, the Company decided in the 4 th Related to this assessment, management determined the wholesale liquidation value of its sapphire gem inventory to be 5-10% of the previously reported retail value, based on communications with certified gemologists, the variance between retail and wholesale valuations, and current market conditions. As a result, the Company has valued the inventory at $ 50,000 536,047 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 Impairment of Long-lived Assets We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. As of June 30, 2022 and December 31, 2021, the Company had not experienced impairment losses on its long-lived assets. Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2022 and December 31, 2021, 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. Debt The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, Debt with Conversion and Other Options Derivative Financial Instruments The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Monte Carlo simulations to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. There were no derivative financial instruments as of June 30, 2022 and December 31, 2021 and no charges or credits to income for the three and six months ended June 30, 2022. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. Any unamortized debt issue costs and debt discount are presented net of the related debt on the consolidated balance sheets. Original Issue Discount For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. Any unamortized original issue discounts are presented net of the related debt on the consolidated balance sheets. If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. 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. 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. 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, Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Unaudited Condensed Consolidated Statements of Operations for three months ended March 31, 2021, to reclass $ 93,266 . In addition, a n adjustment has been made to the Unaudited Condensed Consolidated Balance Sheets as of December 31, 2021, to reclass $ 1,072 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 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU No. 2020-06 in the first quarter of fiscal 2021, coinciding with the standard’s effective date, and had an immaterial impact from this standard Other recently issued accounting updates are not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of these 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 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 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 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 Accounting Standards Codification (“ASC”) ASC 740, Income Taxes 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 705 Research and Development All research and development costs are expensed as incurred. The Company incurred research and development expense of $ 734,014 419,362 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 December 31, 2021 and 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 December 31, 2021. The Company performs its own in-house assessment based on gem guide and the current market price for metals to value its inventory on an annual basis or if circumstances dictate sooner to determine if the estimated fair value is greater or less than cost. In addition, the inventory is reviewed each quarter by the Company against industry prices from gem-guide and if there is a potential impairment, the Company would appraise the inventory. The estimated fair value is subject to significant change due to changes in popularity of cut, perceived grade of the clarity of the sapphires, the number, type and size of inclusions, the availability of other similar quality and size sapphires, and other factors. As a result, the internal assessed value of the sapphires could be significantly lower from the current estimated fair value. Loose sapphire jewels do not degrade in quality over time. Based on the significant advancement of Sigyn Therapy, the Company decided in the 4 th Related to this assessment, management determined the wholesale liquidation value of its sapphire gem inventory to be 5-10% of the previously reported retail value, based on communications with certified gemologists, the variance between retail and wholesale valuations, and current market conditions. As a result, the Company has valued the inventory at $ 50,000 536,047 Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years . The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Intangible Assets Intangible assets consist primarily of website development costs. Our intangible assets are being amortized on a straight-line basis over a period of three years Assignment of Patent On January 8, 2020, James Joyce, the Company’s CEO and Craig Roberts, the Company’s CTO, assigned to the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction of pro-inflammatory cytokines in blood 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 undiscounted 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 December 31, 2021 and 2020, the Company had not Fair Value of Financial Instruments The provisions of accounting guidance, Financial Accounting Standards Board (“FASB”) Topic ASC 825, Financial Instruments – Overall, 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. Debt The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. 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. 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. 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, Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Consolidated Statements of Operations for fiscal year ended December 31, 2020, to reclass $ 391,906 . 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 In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. Other recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 June 30, December 31, Estimated Life 2022 2021 Office equipment 5 $ 29,040 $ 28,181 Computer equipment 3 3,157 3,157 Accumulated depreciation (6,715 ) (3,292 ) $ 25,482 $ 28,046 Depreciation expense was $ 1,719 3,423 503 847 | NOTE 4 – EQUIPMENT PROPERTY AND EQUIPMENT Equipment consisted of the following as of: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, Estimated Life 2021 2020 Office equipment 5 $ 28,181 $ 1,787 Computer equipment 3 3,157 287 Accumulated depreciation (3,292 ) (346 ) $ 28,046 $ 1,728 Depreciation expense was $ 2,946 346 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets consisted of the following as of: SCHEDULE OF INTANGIBLE ASSETS Estimated life June 30, December 31, Website 3 years $ 10,799 $ 10,799 Accumulated amortization (6,899 ) (5,099 ) Intangible assets, net $ 3,900 $ 5,700 As of June 30, 2022, estimated future amortization expenses related to intangible assets were as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSES RELATED TO INTANGIBLE ASSETS Intangible Assets 2022 (remaining 6 months) $ 1,800 2023 2,100 Intangible assets, net $ 3,900 The Company had amortization expense of $ 900 1,800 4,052 14,406 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. | NOTE 5 – INTANGIBLE ASSETS Intangible assets consisted of the following as of: SCHEDULE OF INTANGIBLE ASSETS Estimated life December 31, 2021 December 31, 2020 Trademarks 3 $ - $ 22,060 Website 3 10,799 10,799 Accumulated amortization (5,099 ) (10,954 ) $ 5,700 $ 21,905 As of December 31, 2021, estimated future amortization expenses related to intangible assets were as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE RELATED TO INTANGIBLE ASSETS Intangible Assets 2022 $ 3,600 2023 2,100 Total $ 5,700 The Company had amortization expense of $ 16,205 10,954 On January 8, 2020, James Joyce, the Company’s CEO and Craig Roberts, the Company’s COO, assigned to the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction of pro-inflammatory cytokines in blood. |
CONVERTIBLE PROMISSORY DEBENTUR
CONVERTIBLE PROMISSORY DEBENTURES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE PROMISSORY DEBENTURES | NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2022 December 31, 2021 457,380 457,380 January 28, 2020 ($ 457,380 0% October 20, 2022 $ 457,380 $ 457,380 June 23, 2020 ($ 60,500 0% October 20, 2022 60,500 60,500 September 17, 2020 ($ 199,650 0% October 20, 2022 16,714 199,650 42,857 182,936 182,936 March 23, 2022 ($ 220,000 0% March 23, 2023 220,000 - April 28, 2022 ($ 110,000 0% April 28, 2023 110,000 - May 10, 2022 ($ 110,000 0% May 10, 2023 110,000 - June 1, 2022 ($ 55,000 0% June 1, 2023 55,000 - June 22, 2020 ($ 82,500 0% June 22, 2023 82,500 - Total convertible notes payable 1,278,316 700,816 Original issue discount (64,659 ) (53,614 ) Debt discount (268,438 ) - Total convertible notes payable $ 945,219 $ 647,202 Principal payments on convertible promissory debentures are due as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON CONVERTIBLE PROMISSORY DEBENTURES Year ending December 31, 2022 $ 700,816 2023 577,500 Long-Term Debt $ 1,278,316 Changes in convertible notes were as follows: SCHEDULE OF CHANGES IN CONVERTIBLE NOTES Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Totals Convertible notes payable as of January 1, 2021 $ 385,000 $ 50,000 $ 181,500 $ - $ - $ - $ - $ - $ 616,500 Extension of convertible note payable 72,380 10,500 18,150 - - - - - 101,030 Exchange of convertible note payable for common stock - - (16,714 ) - - - - - (16,714 ) Convertible notes payable, net, as of December 31, 2021 457,380 60,500 182,936 - - - - - 700,816 Convertible notes payable 457,380 60,500 182,936 - - - - - 700,816 Convertible notes payable issued in 2022 - - - 220,000 110,000 110,000 55,000 82,500 577,500 Convertible notes payable as of June 30, 2022 $ 457,380 $ 60,500 $ 182,936 $ 220,000 $ 110,000 $ 110,000 $ 55,000 $ 82,500 $ 1,278,316 Convertible notes payable $ 457,380 $ 60,500 $ 182,936 $ 220,000 $ 110,000 $ 110,000 $ 55,000 $ 82,500 $ 1,278,316 Changes in note discounts were as follows: SCHEDULE OF CHANGES IN NOTE DISCOUNTS Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Totals Note discounts as of January 1, 2021 $ 73,418 $ 5,830 $ 18,584 $ - $ - $ - $ - $ - $ 97,832 Note discounts in conjunction with extension of convertible note 41,580 5,500 18,150 - - - - - 65,230 2021 accretion of note discounts (80,822 ) (6,809 ) (21,817 ) - - - - - (109,448 ) Note discounts as of December 31, 2021 34,176 4,521 14,917 - - - - - 53,614 Note discounts 34,176 4,521 14,917 - - - - - 53,614 Note discounts issued in conjunction with debt - - - 182,362 60,874 60,877 31,303 48,437 383,853 2022 accretion of note discounts (20,620 ) (2,727 ) (9,000 ) (49,462 ) (10,507 ) (8,506 ) (2,487 ) (1,061 ) (104,370 ) Note discounts as of June 30, 2022 $ 13,556 $ 1,794 $ 5,917 $ 132,900 $ 50,367 $ 52,371 $ 28,816 $ 47,376 $ 333,097 Note discounts $ 13,556 $ 1,794 $ 5,917 $ 132,900 $ 50,367 $ 52,371 $ 28,816 $ 47,376 $ 333,097 Convertible notes payable, net, as of December 31, 2021 $ 423,204 $ 55,979 $ 168,019 $ - $ - $ - $ - $ - $ 647,202 Convertible notes payable, net, as of June 30, 2022 $ 443,824 $ 58,706 $ 177,019 $ 87,100 $ 59,633 $ 57,629 $ 26,184 $ 35,124 $ 945,219 Convertible notes payable, current $ 443,824 $ 58,706 $ 177,019 $ 87,100 $ 59,633 $ 57,629 $ 26,184 $ 35,124 $ 945,219 2021 Effective interest rate 24 % 11 % 12 % - - - - - 16 % 2022 Effective interest rate 5 % 5 % 5 % 22 % 10 % 8 % 5 % 1 % 8 % Effective interest rate 5 % 5 % 5 % 22 % 10 % 8 % 5 % 1 % 8 % Current Noteholders Osher – $82,500 On June 22, 2022, 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 82,500 June 22, 2023 five 165,000 0.50 75,000 7,500 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.50 . Osher – $55,000 On June 1, 2022, 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 55,000 June 1, 2023 five 110,000 0.50 50,000 5,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.50 . Brio – $110,000 On May 10, 2022, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to institutional investor Brio Capital Master Fund Ltd. 110,000 May 10, 2023 five 220,000 0.50 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.50 . Osher – $110,000 On April 28, 2022, 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 110,000 April 28, 2023 five 220,000 0.50 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.50 . Osher – $110,000 On March 23, 2022, 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 110,000 March 23, 2023 five 220,000 0.50 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.50 . Brio – $110,000 On March 23, 2022, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to institutional investor Brio Capital Master Fund Ltd. 110,000 March 23, 2023 five 220,000 0.50 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.50 . Osher – $457,380 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 follows on October 20, 2020: ● The parties amended the Warrants dated January 28, 2020, for the number of warrant shares from 80,209 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: ● 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 ● In exchange for the extension of the Note, the Company issued Osher five 450,000 1.00 Osher – $60,500 (as amended on October 20, 2020 to $55,000) On June 23, 2020 (the “Original Issue Date”), the Company entered into a (i) $ 50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021 , based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price of $ 30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 50,005 which was issued at a $ 0 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein , such as stock splits and stock dividends . The Company and Osher amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $ 50,000 55,000 50,005 4,995 ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 141,020 0.59 ● 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: ● 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 ● In exchange for the extension of the Note, the Company issued Osher five 450,000 1.00 Osher – $199,650 On September 17, 2020 (the “Original Issue Date”), the Company entered into a (i) $ 181,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 8,250 shares of the Company’s Common Stock at an exercise price of $ 30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 165,000 which was issued at a $ 16,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein , such as stock splits and stock dividends . The Company and Osher amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated September 17, 2020, for the number of warrant shares from 8,250 465,366 0.59 ● 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: ● 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 ● In exchange for the extension of the Note, the Company issued Osher five 450,000 1.00 On October 28, 2021, Osher elected to convert $ 16,714 199,650 42,857 Previous Noteholders Previous notes were detailed in our Form 10-K filed on March 31, 2022. No changes occurred related to these notes during the period covered by this Form 10-Q. | NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 30, 2021 December 31, 2020 Total convertible notes payable 700,816 616,500 January 28, 2020 ($ 457,380 ) 0 October 20, 2022 $ 457,380 $ 385,000 June 23, 2020 ($ 60,500 ) 0 October 20, 2022 60,500 50,000 September 17, 2020 ($ 199,650 ) 0 October 20, 2022 16,714 199,650 42,857 182,936 181,500 Total convertible notes payable 700,816 616,500 Original issue discount (53,614 ) (19,667 ) Debt discount - (78,165 ) Total convertible notes payable $ 647,202 $ 518,668 Changes in convertible notes were as follows: SCHEDULE OF CHANGES IN CONVERTIBLE NOTES Note 1 Note 2 Note 3 Convertible notes payable as of January 1, 2021 $ 385,000 $ 50,000 $ 181,500 Extension of convertible note payable 72,380 10,500 18,150 Exchange of convertible note payable for common stock - - (16,714 ) Convertible notes payable, net, as of December 31, 2021 457,380 60,500 182,936 Convertible notes payable 457,380 60,500 182,936 Convertible notes payable issued in 2022 - - - Convertible notes payable as of June 30, 2022 $ 457,380 $ 60,500 $ 182,936 Convertible notes payable $ 457,380 $ 60,500 $ 182,936 Changes in note discounts were as follows: SCHEDULE OF CHANGES IN NOTE DISCOUNTS Note 1 Note 2 Note 3 Note discounts as of January 1, 2020 $ 73,418 $ 5,830 $ 18,584 Note discounts in conjunction with extension of convertible note 41,580 5,500 18,150 2021 accretion of note discounts (80,822 ) (6,809 ) (21,817 ) Note discounts as of December 31, 2021 34,176 4,521 14,917 Note discounts 34,176 4,521 14,917 Note discounts issued in conjunction with debt - - - 2022 accretion of note discounts (20,620 ) (2,727 ) (9,000 ) Note discounts as of June 30, 2022 $ 13,556 $ 1,794 $ 5,917 Note discounts $ 13,556 $ 1,794 $ 5,917 Convertible notes payable, net, as of December 31, 2021 $ 423,204 $ 55,979 $ 168,019 Convertible notes payable, net, as of June 30, 2022 $ 443,824 $ 58,706 $ 177,019 Convertible notes payable, current $ 443,824 $ 58,706 $ 177,019 2021 Effective interest rate 24 % 11 % 12 % 2022 Effective interest rate 5 % 5 % 5 % Effective interest rate 5 % 5 % 5 % Current Noteholders Osher – $457,380 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 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: ● 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 ● In exchange for the extension of the Note, the Company issued Osher five 450,000 1.00 Osher – $60,500 (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 55,000 50,005 4,995 ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 141,020 0.59 ● 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 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 ● In exchange for the extension of the Note, the Company issued Osher five 450,000 1.00 Osher – $199,650 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 8,250 465,366 0.59 ● 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 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 ● In exchange for the extension of the Note, the Company issued Osher five 450,000 1.00 On October 28, 2021, Osher elected to convert $ 16,714 199,650 42,857 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 55,000 50,000 5,000 ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 141,020 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, $ 55,000 141,020 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 27,500 25,000 2,500 ● The parties amended the Warrants dated August 18, 2020, for the number of warrant shares from 5,000 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 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 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 4,250 239,734 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, $ 93,500 239,734 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 7,500 423,060 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, $ 165,000 423,060 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 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 22,000 20,000 2,000 ● The parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 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 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 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 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 $ 110,000 157,143 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 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 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, the previous noteholder elected to convert the aggregate principal amount of the Note, $ 110,000 157,143 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
STOCKHOLDERS’ DEFICIT | NOTE 7 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company authorized 10,000,000 0.0001 none Common Stock The Company has authorized 1,000,000,000 0.0001 37,295,813 Warrants On October 22, 2021, the Company and Osher amended convertible debt agreements for the maturity date from October 20, 2021 to October 20, 2022. 450,000 450,000 197,501 1.00 48,699 0 | NOTE 7 – STOCKHOLDERS’ EQUITY STOCKHOLDERS’ DEFICIT The Company has authorized 1,000,000,000 0.0001 37,295,803 Common Stock On October 28, 2021, Osher elected to convert $ 16,714 199,650 42,857 On October 25, 2021, Osher elected to convert the aggregate principal amount of the Note, $ 110,000 157,143 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 The offering allowed for qualified investors to purchase one share of the Company’s common stock at $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock at $1.25 per share. No commissions were paid in the offering. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration. On October 14, 2021, the Company issued a total of 47,000 37,600 On July 14, 2021, the Company issued a total of 47,000 47,000 On May 10, 2021, Brio Capital elected to convert the aggregate principal amount of a $ 110,000 157,143 In April 2021, the Company initiated an offering 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 April 14, 2021, the Company issued a total of 47,000 82,250 On February 19, 2021, a previous noteholder exercised the warrants pursuant to the cashless exercise provision of the warrant agreement into 57,147 On January 14, 2021, the Company issued a total of 47,000 82,250 During the year ended December 31, 2020, the Company issued 1,015,344 On October 19, 2020, the Company issued 33,686,169 Warrants On October 22, 2021, the Company and Osher amended convertible debt agreements for the maturity date from October 20, 2021 to October 20, 2022 450,000 197,501 five years 1.00 40,041 0 |
OPERATING LEASES
OPERATING LEASES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Operating Leases | ||
OPERATING LEASES | NOTE 8 – OPERATING LEASES On May 27, 2021, the Company entered into a sixty-three month lease for its corporate office at $ 5,955 September 30, 2026 The Company 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 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 Six Months ended June 30, Three Months ended June 30, 2022 2021 2022 2021 Operating lease expense $ 35,838 $ 3,289 $ 17,919 $ 3,289 Short term lease cost $ - $ - $ - $ - Total lease expense $ 35,838 $ 3,289 $ 17,919 $ 3,289 In accordance with ASC 842, other information related to leases was as follows: Six Months Ended June 30 2022 2021 Operating cash flows from operating leases $ 35,910 $ 3,919 Cash paid for amounts included in the measurement of lease liabilities $ 35,910 $ 3,919 Weighted-average remaining lease term—operating leases 4.2 5.2 Weighted-average discount rate—operating leases 10 % 10 % In accordance with ASC 842, maturities of operating lease liabilities as of June 30, 2022 were as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Operating Year ending: Lease 2022 (remaining 6 months) $ 36,803 2023 74,895 2024 77,142 2025 79,456 2026 54,225 Total undiscounted cash flows $ 322,521 Reconciliation of lease liabilities: Weighted-average remaining lease terms 4.2 Weighted-average discount rate 10 % Present values $ 264,691 Lease liabilities—current 49,545 Lease liabilities—long-term 215,146 Lease liabilities—total $ 264,691 Difference between undiscounted and discounted cash flows $ 57,830 Operating lease cost was $ 17,919 35,838 3,289 3,289 | NOTE 8 – OPERATING LEASES On May 27, 2021, the Company entered into a sixty-three month lease for its corporate office at $ 5,955 September 30, 2026 The Company 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 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 Years ended December 31, 2021 2020 Operating lease expense $ 41,811 $ - Short term lease cost $ - $ - Total lease expense $ 41,811 $ - In accordance with ASC 842, other information related to leases was as follows: Years ended December 31, 2021 2020 Operating cash flows from operating leases $ 17,866 $ - Cash paid for amounts included in the measurement of lease liabilities $ 17,866 $ - Weighted-average remaining lease term—operating leases 4.67 - Weighted-average discount rate—operating leases 10 % - In accordance with ASC 842, maturities of operating lease liabilities as of December 31, 2021 were as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Operating Year ending: Lease 2022 $ 72,714 2023 74,895 2024 77,142 2025 79,456 2026 54,225 Total undiscounted cash flows $ 358,431 Reconciliation of lease liabilities: Weighted-average remaining lease terms 4.67 Weighted-average discount rate 10 % Present values $ 286,716 Lease liabilities—current 46,091 Lease liabilities—long-term 240,625 Lease liabilities—total $ 286,716 Difference between undiscounted and discounted cash flows $ 71,715 Operating lease cost was $ 41,811 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 and 7, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest. Employment Agreements Mr. Ferrell was hired March 9, 2022 as the Company’s Chief Financial Officer. Mr. Ferrell receives an annual base salary of $ 250,000 40% 600,000 600,000 63,588 74,004 0 0 6,365 7,716 0 0 | NOTE 9 – RELATED PARTY TRANSACTIONS Other than as set forth below, and as disclosed in Notes 5 and 7, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest. Employment Agreements Mr. Joyce receives an annual base salary of $ 455,000 50 9 496,125 18,542 418,842 31,126 22,516 Sigyn had no employment agreement with its CTO but still incurred compensation on behalf of the CTO. The Company incurred compensation expense of $ 259,000 233,981 21,704 22,024 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 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES At December 31, 2021, net operating loss carry forwards for Federal and state income tax purposes totaling approximately $ 1,408,000 80 A reconciliation of the statutory income tax rates and the effective tax rate is as follows: SCHEDULE OF RECONCILIATION OF STATUTORY INCOME TAX RATES AND EFFECTIVE TAX RATE December 31, 2021 2020 Statutory U.S. federal rate 21.0 % 21.0 % State income tax, net of federal benefit 7.0 % 7.0 % Permanent differences 0.0 % 0.0 % Valuation allowance (28.0 )% (28.0 )% Provision for income taxes 0.0 % 0.0 % The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 1,073,527 $ 352,912 Valuation allowance (1,073,527 ) (352,912 ) Total $ - $ - Major tax jurisdictions are the United States and California. All of the tax years will remain open three and four years for examination by the Federal and state tax authorities, respectively, from the date of utilization of the net operating loss. There are no tax audits pending. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
EARNINGS PER SHARE | NOTE 10 – EARNINGS PER SHARE FASB ASC Topic 260, Earnings Per Share Basic earnings (loss) per share are computed by dividing net earnings available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. 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. 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 Six Months Ended June 30, Three Months Ended June 30, 2022 2021 2022 2021 Net loss attributable to the common stockholders $ (1,344,371 ) $ (1,111,543 ) $ (666,325 ) $ (649,861 ) Basic weighted average outstanding shares of common stock 37,295,803 35,841,627 37,295,803 36,410,334 Dilutive effect of options and warrants - - - - Diluted weighted average common stock and common stock equivalents 37,295,803 35,841,627 37,295,803 36,410,334 Loss per share: Basic and diluted $ (0.04 ) $ (0.03 ) $ (0.02 ) $ (0.02 ) | NOTE 11 – EARNINGS PER SHARE FASB ASC Topic 260, Earnings Per Share Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. 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. 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 Years Ended December 31, 2021 2020 Net loss attributable to the common stockholders $ (3,004,619 ) $ (1,259,590 ) Basic weighted average outstanding shares of common stock 36,396,585 7,351,272 Dilutive effect of options and warrants - - Diluted weighted average common stock and common stock equivalents 36,396,585 7,351,272 Loss per share: Basic and diluted $ (0.08 ) $ (0.17 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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. | NOTE 12 – 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after June 30, 2022 up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended June 30, 2022 except for the following: In July 2022, the Company entered into an Original Issue Discount Senior Convertible Debentures (the “July 2022 Notes”) totaling (i) $ 313,500 285,000 five 627,000 0.50 The conversion price for the principal in connection with voluntary conversions by the holders of the convertible notes is $ 0.50 | NOTE 13 – SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after December 31, 2020 up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended December 31, 2020 except for the following: Mr. Ferrell was hired March 9, 2022 as the Company’s Chief Financial Officer. Mr. Ferrell receives an annual base salary of $ 250,000 40 600,000 600,000 Convertible Promissory Debentures Osher – $110,000 On March 23, 2022, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $ 110,000 March 23, 2023 five 220,000 0.50 100,000 10,000 0.50 Brio – $110,000 On March 23, 2022, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to institutional investor Brio Capital Master Fund Ltd. (“Brio”) of (i) $ 110,000 March 23, 2023 five 220,000 0.50 100,000 10,000 0.50 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: common stock valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. | Use of Estimates The preparation of these 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 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 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 | 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 |
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 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained | 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 Accounting Standards Codification (“ASC”) ASC 740, Income Taxes 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 advertising expenses of $ 131 381 82,250 164,500 | Advertising and Marketing Costs Advertising expenses are recorded as general and administrative expenses when they are incurred. The Company had no 705 |
Research and Development | Research and Development All research and development costs are expensed as incurred. The Company incurred research and development expense of $ 734,014 419,362 | |
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 June 30, 2022 and December 31, 2021, 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 June 30, 2022. 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. Based on the significant advancement of Sigyn Therapy, the Company decided in the 4 th Related to this assessment, management determined the wholesale liquidation value of its sapphire gem inventory to be 5-10% of the previously reported retail value, based on communications with certified gemologists, the variance between retail and wholesale valuations, and current market conditions. As a result, the Company has valued the inventory at $ 50,000 536,047 | 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 December 31, 2021 and 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 December 31, 2021. The Company performs its own in-house assessment based on gem guide and the current market price for metals to value its inventory on an annual basis or if circumstances dictate sooner to determine if the estimated fair value is greater or less than cost. In addition, the inventory is reviewed each quarter by the Company against industry prices from gem-guide and if there is a potential impairment, the Company would appraise the inventory. The estimated fair value is subject to significant change due to changes in popularity of cut, perceived grade of the clarity of the sapphires, the number, type and size of inclusions, the availability of other similar quality and size sapphires, and other factors. As a result, the internal assessed value of the sapphires could be significantly lower from the current estimated fair value. Loose sapphire jewels do not degrade in quality over time. Based on the significant advancement of Sigyn Therapy, the Company decided in the 4 th Related to this assessment, management determined the wholesale liquidation value of its sapphire gem inventory to be 5-10% of the previously reported retail value, based on communications with certified gemologists, the variance between retail and wholesale valuations, and current market conditions. As a result, the Company has valued the inventory at $ 50,000 536,047 |
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 | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years . The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of website development costs. Our intangible assets are being amortized on a straight-line basis over a period of three years | 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 analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. As of June 30, 2022 and December 31, 2021, the Company had not experienced impairment losses on its 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 undiscounted 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 December 31, 2021 and 2020, the Company had not |
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 June 30, 2022 and December 31, 2021, 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 of Financial Instruments The provisions of accounting guidance, Financial Accounting Standards Board (“FASB”) Topic ASC 825, Financial Instruments – Overall, |
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. | 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. |
Debt | Debt The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815, Derivatives and Hedging, Debt with Conversion and Other Options Derivative Financial Instruments The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Monte Carlo simulations to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. There were no derivative financial instruments as of June 30, 2022 and December 31, 2021 and no charges or credits to income for the three and six months ended June 30, 2022. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. Any unamortized debt issue costs and debt discount are presented net of the related debt on the consolidated balance sheets. Original Issue Discount For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. Any unamortized original issue discounts are presented net of the related debt on the consolidated balance sheets. If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. | Debt The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. |
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. 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. | 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. 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. |
Stock Based Compensation | Stock Based Compensation In accordance with ASC No. 718, Compensation – Stock 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, | Non-Employee Stock-Based Compensation In accordance with ASC 505, Equity Based Payments to Non-Employees, |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Unaudited Condensed Consolidated Statements of Operations for three months ended March 31, 2021, to reclass $ 93,266 . In addition, a n adjustment has been made to the Unaudited Condensed Consolidated Balance Sheets as of December 31, 2021, to reclass $ 1,072 | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Consolidated Statements of Operations for fiscal year ended December 31, 2020, to reclass $ 391,906 . |
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. | 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 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU No. 2020-06 in the first quarter of fiscal 2021, coinciding with the standard’s effective date, and had an immaterial impact from this standard Other recently issued accounting updates are not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. | 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 In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. Other recently issued accounting updates are not expected to have a material impact on the Company’s consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 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 June 30, December 31, Estimated Life 2022 2021 Office equipment 5 $ 29,040 $ 28,181 Computer equipment 3 3,157 3,157 Accumulated depreciation (6,715 ) (3,292 ) $ 25,482 $ 28,046 | Equipment consisted of the following as of: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, Estimated Life 2021 2020 Office equipment 5 $ 28,181 $ 1,787 Computer equipment 3 3,157 287 Accumulated depreciation (3,292 ) (346 ) $ 28,046 $ 1,728 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consisted of the following as of: SCHEDULE OF INTANGIBLE ASSETS Estimated life June 30, December 31, Website 3 years $ 10,799 $ 10,799 Accumulated amortization (6,899 ) (5,099 ) Intangible assets, net $ 3,900 $ 5,700 | Intangible assets consisted of the following as of: SCHEDULE OF INTANGIBLE ASSETS Estimated life December 31, 2021 December 31, 2020 Trademarks 3 $ - $ 22,060 Website 3 10,799 10,799 Accumulated amortization (5,099 ) (10,954 ) $ 5,700 $ 21,905 |
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSES RELATED TO INTANGIBLE ASSETS | As of June 30, 2022, estimated future amortization expenses related to intangible assets were as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSES RELATED TO INTANGIBLE ASSETS Intangible Assets 2022 (remaining 6 months) $ 1,800 2023 2,100 Intangible assets, net $ 3,900 | As of December 31, 2021, estimated future amortization expenses related to intangible assets were as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE RELATED TO INTANGIBLE ASSETS Intangible Assets 2022 $ 3,600 2023 2,100 Total $ 5,700 |
CONVERTIBLE PROMISSORY DEBENT_2
CONVERTIBLE PROMISSORY DEBENTURES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2022 December 31, 2021 457,380 457,380 January 28, 2020 ($ 457,380 0% October 20, 2022 $ 457,380 $ 457,380 June 23, 2020 ($ 60,500 0% October 20, 2022 60,500 60,500 September 17, 2020 ($ 199,650 0% October 20, 2022 16,714 199,650 42,857 182,936 182,936 March 23, 2022 ($ 220,000 0% March 23, 2023 220,000 - April 28, 2022 ($ 110,000 0% April 28, 2023 110,000 - May 10, 2022 ($ 110,000 0% May 10, 2023 110,000 - June 1, 2022 ($ 55,000 0% June 1, 2023 55,000 - June 22, 2020 ($ 82,500 0% June 22, 2023 82,500 - Total convertible notes payable 1,278,316 700,816 Original issue discount (64,659 ) (53,614 ) Debt discount (268,438 ) - Total convertible notes payable $ 945,219 $ 647,202 | Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 30, 2021 December 31, 2020 Total convertible notes payable 700,816 616,500 January 28, 2020 ($ 457,380 ) 0 October 20, 2022 $ 457,380 $ 385,000 June 23, 2020 ($ 60,500 ) 0 October 20, 2022 60,500 50,000 September 17, 2020 ($ 199,650 ) 0 October 20, 2022 16,714 199,650 42,857 182,936 181,500 Total convertible notes payable 700,816 616,500 Original issue discount (53,614 ) (19,667 ) Debt discount - (78,165 ) Total convertible notes payable $ 647,202 $ 518,668 |
SCHEDULE OF CHANGES IN CONVERTIBLE NOTES | Changes in convertible notes were as follows: SCHEDULE OF CHANGES IN CONVERTIBLE NOTES Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Totals Convertible notes payable as of January 1, 2021 $ 385,000 $ 50,000 $ 181,500 $ - $ - $ - $ - $ - $ 616,500 Extension of convertible note payable 72,380 10,500 18,150 - - - - - 101,030 Exchange of convertible note payable for common stock - - (16,714 ) - - - - - (16,714 ) Convertible notes payable, net, as of December 31, 2021 457,380 60,500 182,936 - - - - - 700,816 Convertible notes payable 457,380 60,500 182,936 - - - - - 700,816 Convertible notes payable issued in 2022 - - - 220,000 110,000 110,000 55,000 82,500 577,500 Convertible notes payable as of June 30, 2022 $ 457,380 $ 60,500 $ 182,936 $ 220,000 $ 110,000 $ 110,000 $ 55,000 $ 82,500 $ 1,278,316 Convertible notes payable $ 457,380 $ 60,500 $ 182,936 $ 220,000 $ 110,000 $ 110,000 $ 55,000 $ 82,500 $ 1,278,316 | Changes in convertible notes were as follows: SCHEDULE OF CHANGES IN CONVERTIBLE NOTES Note 1 Note 2 Note 3 Convertible notes payable as of January 1, 2021 $ 385,000 $ 50,000 $ 181,500 Extension of convertible note payable 72,380 10,500 18,150 Exchange of convertible note payable for common stock - - (16,714 ) Convertible notes payable, net, as of December 31, 2021 457,380 60,500 182,936 Convertible notes payable 457,380 60,500 182,936 Convertible notes payable issued in 2022 - - - Convertible notes payable as of June 30, 2022 $ 457,380 $ 60,500 $ 182,936 Convertible notes payable $ 457,380 $ 60,500 $ 182,936 |
SCHEDULE OF CHANGES IN NOTE DISCOUNTS | Changes in note discounts were as follows: SCHEDULE OF CHANGES IN NOTE DISCOUNTS Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Totals Note discounts as of January 1, 2021 $ 73,418 $ 5,830 $ 18,584 $ - $ - $ - $ - $ - $ 97,832 Note discounts in conjunction with extension of convertible note 41,580 5,500 18,150 - - - - - 65,230 2021 accretion of note discounts (80,822 ) (6,809 ) (21,817 ) - - - - - (109,448 ) Note discounts as of December 31, 2021 34,176 4,521 14,917 - - - - - 53,614 Note discounts 34,176 4,521 14,917 - - - - - 53,614 Note discounts issued in conjunction with debt - - - 182,362 60,874 60,877 31,303 48,437 383,853 2022 accretion of note discounts (20,620 ) (2,727 ) (9,000 ) (49,462 ) (10,507 ) (8,506 ) (2,487 ) (1,061 ) (104,370 ) Note discounts as of June 30, 2022 $ 13,556 $ 1,794 $ 5,917 $ 132,900 $ 50,367 $ 52,371 $ 28,816 $ 47,376 $ 333,097 Note discounts $ 13,556 $ 1,794 $ 5,917 $ 132,900 $ 50,367 $ 52,371 $ 28,816 $ 47,376 $ 333,097 Convertible notes payable, net, as of December 31, 2021 $ 423,204 $ 55,979 $ 168,019 $ - $ - $ - $ - $ - $ 647,202 Convertible notes payable, net, as of June 30, 2022 $ 443,824 $ 58,706 $ 177,019 $ 87,100 $ 59,633 $ 57,629 $ 26,184 $ 35,124 $ 945,219 Convertible notes payable, current $ 443,824 $ 58,706 $ 177,019 $ 87,100 $ 59,633 $ 57,629 $ 26,184 $ 35,124 $ 945,219 2021 Effective interest rate 24 % 11 % 12 % - - - - - 16 % 2022 Effective interest rate 5 % 5 % 5 % 22 % 10 % 8 % 5 % 1 % 8 % Effective interest rate 5 % 5 % 5 % 22 % 10 % 8 % 5 % 1 % 8 % | Changes in note discounts were as follows: SCHEDULE OF CHANGES IN NOTE DISCOUNTS Note 1 Note 2 Note 3 Note discounts as of January 1, 2020 $ 73,418 $ 5,830 $ 18,584 Note discounts in conjunction with extension of convertible note 41,580 5,500 18,150 2021 accretion of note discounts (80,822 ) (6,809 ) (21,817 ) Note discounts as of December 31, 2021 34,176 4,521 14,917 Note discounts 34,176 4,521 14,917 Note discounts issued in conjunction with debt - - - 2022 accretion of note discounts (20,620 ) (2,727 ) (9,000 ) Note discounts as of June 30, 2022 $ 13,556 $ 1,794 $ 5,917 Note discounts $ 13,556 $ 1,794 $ 5,917 Convertible notes payable, net, as of December 31, 2021 $ 423,204 $ 55,979 $ 168,019 Convertible notes payable, net, as of June 30, 2022 $ 443,824 $ 58,706 $ 177,019 Convertible notes payable, current $ 443,824 $ 58,706 $ 177,019 2021 Effective interest rate 24 % 11 % 12 % 2022 Effective interest rate 5 % 5 % 5 % Effective interest rate 5 % 5 % 5 % |
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, 2022 $ 700,816 2023 577,500 Long-Term Debt $ 1,278,316 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Operating Leases | ||
SCHEDULE OF OPERATING LEASE COST AND SUPPLEMENTAL CASH FLOW INFORMATION | In accordance with ASC 842, the components of lease expense were as follows: SCHEDULE OF OPERATING LEASE COST AND SUPPLEMENTAL CASH FLOW INFORMATION Six Months ended June 30, Three Months ended June 30, 2022 2021 2022 2021 Operating lease expense $ 35,838 $ 3,289 $ 17,919 $ 3,289 Short term lease cost $ - $ - $ - $ - Total lease expense $ 35,838 $ 3,289 $ 17,919 $ 3,289 In accordance with ASC 842, other information related to leases was as follows: Six Months Ended June 30 2022 2021 Operating cash flows from operating leases $ 35,910 $ 3,919 Cash paid for amounts included in the measurement of lease liabilities $ 35,910 $ 3,919 Weighted-average remaining lease term—operating leases 4.2 5.2 Weighted-average discount rate—operating leases 10 % 10 % | 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 Years ended December 31, 2021 2020 Operating lease expense $ 41,811 $ - Short term lease cost $ - $ - Total lease expense $ 41,811 $ - In accordance with ASC 842, other information related to leases was as follows: Years ended December 31, 2021 2020 Operating cash flows from operating leases $ 17,866 $ - Cash paid for amounts included in the measurement of lease liabilities $ 17,866 $ - Weighted-average remaining lease term—operating leases 4.67 - 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 June 30, 2022 were as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Operating Year ending: Lease 2022 (remaining 6 months) $ 36,803 2023 74,895 2024 77,142 2025 79,456 2026 54,225 Total undiscounted cash flows $ 322,521 Reconciliation of lease liabilities: Weighted-average remaining lease terms 4.2 Weighted-average discount rate 10 % Present values $ 264,691 Lease liabilities—current 49,545 Lease liabilities—long-term 215,146 Lease liabilities—total $ 264,691 Difference between undiscounted and discounted cash flows $ 57,830 | In accordance with ASC 842, maturities of operating lease liabilities as of December 31, 2021 were as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Operating Year ending: Lease 2022 $ 72,714 2023 74,895 2024 77,142 2025 79,456 2026 54,225 Total undiscounted cash flows $ 358,431 Reconciliation of lease liabilities: Weighted-average remaining lease terms 4.67 Weighted-average discount rate 10 % Present values $ 286,716 Lease liabilities—current 46,091 Lease liabilities—long-term 240,625 Lease liabilities—total $ 286,716 Difference between undiscounted and discounted cash flows $ 71,715 Operating lease cost was $ 41,811 0 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF RECONCILIATION OF STATUTORY INCOME TAX RATES AND EFFECTIVE TAX RATE | A reconciliation of the statutory income tax rates and the effective tax rate is as follows: SCHEDULE OF RECONCILIATION OF STATUTORY INCOME TAX RATES AND EFFECTIVE TAX RATE December 31, 2021 2020 Statutory U.S. federal rate 21.0 % 21.0 % State income tax, net of federal benefit 7.0 % 7.0 % Permanent differences 0.0 % 0.0 % Valuation allowance (28.0 )% (28.0 )% Provision for income taxes 0.0 % 0.0 % |
SCHEDULE OF DEFERRED TAX ASSETS | The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 1,073,527 $ 352,912 Valuation allowance (1,073,527 ) (352,912 ) Total $ - $ - |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET INCOME PER SHARE | The following table sets forth the computation of basic and diluted net income per share: SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET INCOME PER SHARE Six Months Ended June 30, Three Months Ended June 30, 2022 2021 2022 2021 Net loss attributable to the common stockholders $ (1,344,371 ) $ (1,111,543 ) $ (666,325 ) $ (649,861 ) Basic weighted average outstanding shares of common stock 37,295,803 35,841,627 37,295,803 36,410,334 Dilutive effect of options and warrants - - - - Diluted weighted average common stock and common stock equivalents 37,295,803 35,841,627 37,295,803 36,410,334 Loss per share: Basic and diluted $ (0.04 ) $ (0.03 ) $ (0.02 ) $ (0.02 ) | 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 Years Ended December 31, 2021 2020 Net loss attributable to the common stockholders $ (3,004,619 ) $ (1,259,590 ) Basic weighted average outstanding shares of common stock 36,396,585 7,351,272 Dilutive effect of options and warrants - - Diluted weighted average common stock and common stock equivalents 36,396,585 7,351,272 Loss per share: Basic and diluted $ (0.08 ) $ (0.17 ) |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | May 10, 2021 | Oct. 19, 2020 | Aug. 15, 2022 | Jun. 30, 2022 | Mar. 14, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Catalyst percentage | 50% | ||||||
Conversion shares | 157,143 | ||||||
Common stock, issued | 37,295,813 | 37,295,813 | 35,201,513 | ||||
Common stock, outstanding | 37,295,813 | 37,295,813 | 35,201,513 | ||||
Subsequent Event [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock, issued | 37,295,813 | 37,295,803 | |||||
Common stock, outstanding | 37,295,813 | 37,295,803 | |||||
Subsequent Event [Member] | Non Affiliate Shareholders [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock, shares held | 11,655,813 | 11,655,803 | |||||
Share Exchange Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of common stock outstanding | 75% | ||||||
Converted liabilities | $ 3,429,516 | ||||||
Conversion shares | 7,907,351 | ||||||
Share Exchange Agreement [Member] | Issued And Outstanding Shares [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of acquisition ownership interest | 100% | ||||||
Share Exchange Agreement [Member] | Sigyn Stockholder [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of acquisition ownership interest | 100% | ||||||
Share Exchange Agreement [Member] | Sigyn Stockholders [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of acquisition ownership interest | 75% |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Accumulated deficit | $ 5,610,130 | $ 5,610,130 | $ 4,265,759 | $ 1,261,140 | ||||
Working capital | 1,258,926 | 1,258,926 | 341,187 | |||||
Net loss | $ 666,325 | $ 678,046 | $ 649,861 | $ 461,682 | 1,344,371 | $ 1,111,543 | 3,004,619 | 1,259,590 |
Net cash provided by used in operating activities | $ 854,308 | $ 681,534 | $ 1,774,182 | $ 829,809 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 | ||||
Income tax description | less than a 50% likelihood of being sustained | less than a 50% likelihood | |||||
Advertising expenses | 131 | $ 381 | $ 82,250 | $ 164,500 | $ 0 | $ 705 | |
Research and development expense | 154,683 | $ 139,736 | 383,025 | $ 256,252 | 734,014 | 419,362 | |
Inventory | $ 50,000 | $ 50,000 | 50,000 | 586,047 | |||
Impairment of assets | $ 536,047 | ||||||
Property and equipment useful lives | 5 years | 5 years | |||||
Intangible assets amortization period | 3 years | 3 years | |||||
Other current liabilities | $ 179 | 523 | |||||
Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||
Other current liabilities | $ 1,072 | ||||||
General and Administrative Expense [Member] | |||||||
Research and development expense | $ 93,266 | $ 391,906 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | 5 years | |
Accumulated depreciation | $ (6,715) | $ (3,292) | $ (346) |
Property and equipment, net | $ 25,482 | $ 28,046 | 1,728 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | 5 years | |
Equipment gross | $ 29,040 | $ 28,181 | 1,787 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | 3 years | |
Equipment gross | $ 3,157 | $ 3,157 | $ 287 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $ 1,719 | $ 503 | $ 3,423 | $ 847 | $ 2,946 | $ 346 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets amortization period | 3 years | 3 years | |
Website | $ 10,799 | $ 10,799 | |
Accumulated amortization | (6,899) | (5,099) | $ (10,954) |
Intangible assets gross | 3,900 | 5,700 | 21,905 |
Intangible assets, net | $ 3,900 | $ 5,700 | 21,905 |
Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets amortization period | 3 years | ||
Website | 22,060 | ||
Website [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets amortization period | 3 years | ||
Website | $ 10,799 | $ 10,799 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE RELATED TO INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2022 | $ 2,100 | $ 3,600 | |
2023 | 2,100 | ||
Intangible assets, net | $ 3,900 | $ 5,700 | $ 21,905 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization expense | $ 900 | $ 4,052 | $ 1,800 | $ 14,406 | $ 16,205 | $ 10,954 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 01, 2022 | May 10, 2022 | Apr. 28, 2022 | Mar. 23, 2022 | Sep. 17, 2020 | Jun. 23, 2020 | Jun. 22, 2020 | Jan. 28, 2020 | Jan. 28, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | ||||||||||||
Convertible notes payable | $ 1,278,316 | $ 700,816 | $ 616,500 | |||||||||
Original issue discount | (64,659) | (53,614) | (19,667) | |||||||||
Debt discount | (268,438) | (78,165) | ||||||||||
Total convertible notes payable | 945,219 | 647,202 | 518,668 | |||||||||
Convertible Promissory Note One [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Convertible notes payable | $ 457,380 | $ 457,380 | 457,380 | 457,380 | 385,000 | |||||||
Debt Instrument, Maturity Date | Oct. 20, 2022 | Oct. 20, 2022 | ||||||||||
Convertible Promissory Note Two [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Convertible notes payable | $ 60,500 | 60,500 | 60,500 | 50,000 | ||||||||
Debt Instrument, Maturity Date | Oct. 20, 2022 | |||||||||||
Convertible Promissory Note Three [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Convertible notes payable | $ 199,650 | 182,936 | 182,936 | 181,500 | ||||||||
Debt Instrument, Maturity Date | Oct. 20, 2022 | Oct. 20, 2022 | ||||||||||
Convertible Promissory Note Four [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Convertible notes payable | $ 220,000 | 220,000 | ||||||||||
Debt Instrument, Maturity Date | Mar. 23, 2023 | Oct. 20, 2022 | ||||||||||
Convertible Promissory Note Five [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Convertible notes payable | $ 110,000 | 110,000 | ||||||||||
Debt Instrument, Maturity Date | Apr. 28, 2023 | |||||||||||
Convertible Promissory Note Six [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Convertible notes payable | $ 110,000 | 110,000 | ||||||||||
Debt Instrument, Maturity Date | May 10, 2023 | |||||||||||
Convertible Promissory Note Seven [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Convertible notes payable | $ 55,000 | 55,000 | ||||||||||
Debt Instrument, Maturity Date | Jun. 01, 2023 | |||||||||||
Convertible Promissory Note Eight [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Convertible notes payable | $ 82,500 | $ 82,500 | ||||||||||
Debt Instrument, Maturity Date | Jun. 22, 2023 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) (Parenthetical) - USD ($) | Jun. 01, 2022 | May 10, 2022 | Apr. 28, 2022 | Mar. 23, 2022 | Oct. 28, 2021 | May 10, 2021 | Sep. 17, 2020 | Jun. 23, 2020 | Jun. 22, 2020 | Jan. 28, 2020 | Jan. 28, 2020 | Jun. 30, 2022 | Jun. 22, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | |||||||||||||||
Convertible notes payable | $ 1,278,316 | $ 700,816 | $ 616,500 | ||||||||||||
Debt conversion debt | $ 110,000 | ||||||||||||||
Debt conversion converted instrument shares | 157,143 | ||||||||||||||
Osher Capital Partners LLC [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt conversion debt | $ 16,714 | ||||||||||||||
Debt conversion converted instrument shares | 42,857 | ||||||||||||||
Convertible Promissory Note One [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Convertible notes payable | $ 457,380 | $ 457,380 | 457,380 | 457,380 | 385,000 | ||||||||||
Debt instrument interest rate | 0% | 0% | |||||||||||||
Debt instrument maturity date | Oct. 20, 2022 | Oct. 20, 2022 | |||||||||||||
Convertible Promissory Note One [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate principal amount of debt | $ 16,714 | ||||||||||||||
Debt conversion debt | $ 199,650 | ||||||||||||||
Debt conversion converted instrument shares | 42,857 | ||||||||||||||
Convertible Promissory Note Two [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Convertible notes payable | $ 60,500 | 60,500 | 60,500 | 50,000 | |||||||||||
Debt instrument interest rate | 0% | ||||||||||||||
Debt instrument maturity date | Oct. 20, 2022 | ||||||||||||||
Convertible Promissory Note Three [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Convertible notes payable | $ 199,650 | 182,936 | 182,936 | 181,500 | |||||||||||
Debt instrument interest rate | 0% | ||||||||||||||
Debt instrument maturity date | Oct. 20, 2022 | Oct. 20, 2022 | |||||||||||||
Convertible Promissory Note Three [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Aggregate principal amount of debt | $ 16,714 | ||||||||||||||
Debt conversion debt | $ 199,650 | ||||||||||||||
Debt conversion converted instrument shares | 42,857 | ||||||||||||||
Convertible Promissory Note Four [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Convertible notes payable | $ 220,000 | 220,000 | |||||||||||||
Debt instrument interest rate | 0% | ||||||||||||||
Debt instrument maturity date | Mar. 23, 2023 | Oct. 20, 2022 | |||||||||||||
Convertible Promissory Note Four [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument maturity date | Mar. 23, 2023 | ||||||||||||||
Aggregate principal amount of debt | $ 110,000 | ||||||||||||||
Convertible Promissory Note Five [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Convertible notes payable | $ 110,000 | 110,000 | |||||||||||||
Debt instrument interest rate | 0% | ||||||||||||||
Debt instrument maturity date | Apr. 28, 2023 | ||||||||||||||
Convertible Promissory Note Five [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument maturity date | Apr. 28, 2023 | ||||||||||||||
Aggregate principal amount of debt | $ 110,000 | ||||||||||||||
Convertible Promissory Note Six [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Convertible notes payable | $ 110,000 | 110,000 | |||||||||||||
Debt instrument interest rate | 0% | ||||||||||||||
Debt instrument maturity date | May 10, 2023 | ||||||||||||||
Convertible Promissory Note Seven [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Convertible notes payable | $ 55,000 | 55,000 | |||||||||||||
Debt instrument interest rate | 0% | ||||||||||||||
Debt instrument maturity date | Jun. 01, 2023 | ||||||||||||||
Convertible Promissory Note Seven [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument maturity date | Jun. 01, 2023 | ||||||||||||||
Aggregate principal amount of debt | $ 55,000 | ||||||||||||||
Convertible Promissory Note Eight [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Convertible notes payable | $ 82,500 | $ 82,500 | |||||||||||||
Debt instrument interest rate | 0% | ||||||||||||||
Debt instrument maturity date | Jun. 22, 2023 | ||||||||||||||
Convertible Promissory Note Eight [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt instrument maturity date | Jun. 22, 2023 | ||||||||||||||
Aggregate principal amount of debt | $ 82,500 |
SCHEDULE OF CHANGES IN CONVERTI
SCHEDULE OF CHANGES IN CONVERTIBLE NOTES (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Convertible notes payable | $ 700,816 | $ 616,500 |
Extension of convertible note payable | 101,030 | |
Exchange of convertible note payable for common stock | (16,714) | |
Convertible notes payable issued in 2022 | 577,500 | |
Convertible notes payable | 1,278,316 | 700,816 |
Convertible Promissory Note One [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable | 457,380 | 385,000 |
Extension of convertible note payable | 72,380 | |
Exchange of convertible note payable for common stock | ||
Convertible notes payable issued in 2022 | ||
Convertible notes payable | 457,380 | 457,380 |
Convertible Promissory Note Two [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable | 60,500 | 50,000 |
Extension of convertible note payable | 10,500 | |
Exchange of convertible note payable for common stock | ||
Convertible notes payable issued in 2022 | ||
Convertible notes payable | 60,500 | 60,500 |
Convertible Promissory Note Three [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable | 182,936 | 181,500 |
Extension of convertible note payable | 18,150 | |
Exchange of convertible note payable for common stock | (16,714) | |
Convertible notes payable issued in 2022 | ||
Convertible notes payable | 182,936 | 182,936 |
Convertible Promissory Note Four [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable | ||
Extension of convertible note payable | ||
Exchange of convertible note payable for common stock | ||
Convertible notes payable issued in 2022 | 220,000 | |
Convertible notes payable | 220,000 | |
Convertible Promissory Note Five [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable | ||
Extension of convertible note payable | ||
Exchange of convertible note payable for common stock | ||
Convertible notes payable issued in 2022 | 110,000 | |
Convertible notes payable | 110,000 | |
Convertible Promissory Note Six [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable | ||
Extension of convertible note payable | ||
Exchange of convertible note payable for common stock | ||
Convertible notes payable issued in 2022 | 110,000 | |
Convertible notes payable | 110,000 | |
Convertible Promissory Note Seven [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable | ||
Extension of convertible note payable | ||
Exchange of convertible note payable for common stock | ||
Convertible notes payable issued in 2022 | 55,000 | |
Convertible notes payable | 55,000 | |
Convertible Promissory Note Eight [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable | ||
Extension of convertible note payable | ||
Exchange of convertible note payable for common stock | ||
Convertible notes payable issued in 2022 | 82,500 | |
Convertible notes payable | $ 82,500 |
SCHEDULE OF CHANGES IN NOTE DIS
SCHEDULE OF CHANGES IN NOTE DISCOUNTS (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||
Note discounts | $ 53,614 | $ 97,832 | |
Note discounts in conjunction with extension of convertible note | 65,230 | ||
2022 accretion of note discounts | (104,370) | (109,448) | |
Note discounts issued in conjunction with debt | 383,853 | ||
Note discounts | 333,097 | 53,614 | |
Convertible notes payable, current | $ 945,219 | $ 647,202 | $ 518,668 |
Effective interest rate | 8% | 16% | |
Convertible Promissory Note One [Member] | |||
Short-Term Debt [Line Items] | |||
Note discounts | $ 34,176 | $ 73,418 | |
Note discounts in conjunction with extension of convertible note | 41,580 | ||
2022 accretion of note discounts | (20,620) | (80,822) | |
Note discounts issued in conjunction with debt | |||
Note discounts | 13,556 | 34,176 | |
Convertible notes payable, current | $ 443,824 | $ 423,204 | |
Effective interest rate | 5% | 24% | |
Convertible Promissory Note Two [Member] | |||
Short-Term Debt [Line Items] | |||
Note discounts | $ 4,521 | $ 5,830 | |
Note discounts in conjunction with extension of convertible note | 5,500 | ||
2022 accretion of note discounts | (2,727) | (6,809) | |
Note discounts issued in conjunction with debt | |||
Note discounts | 1,794 | 4,521 | |
Convertible notes payable, current | $ 58,706 | $ 55,979 | |
Effective interest rate | 5% | 11% | |
Convertible Promissory Note Three [Member] | |||
Short-Term Debt [Line Items] | |||
Note discounts | $ 14,917 | $ 18,584 | |
Note discounts in conjunction with extension of convertible note | 18,150 | ||
2022 accretion of note discounts | (9,000) | (21,817) | |
Note discounts issued in conjunction with debt | |||
Note discounts | 5,917 | 14,917 | |
Convertible notes payable, current | $ 177,019 | $ 168,019 | |
Effective interest rate | 5% | 12% | |
Convertible Promissory Note Four [Member] | |||
Short-Term Debt [Line Items] | |||
Note discounts | |||
Note discounts in conjunction with extension of convertible note | |||
2022 accretion of note discounts | (49,462) | ||
Note discounts issued in conjunction with debt | 182,362 | ||
Note discounts | 132,900 | ||
Convertible notes payable, current | $ 87,100 | ||
Effective interest rate | 22% | ||
Convertible Promissory Note Five [Member] | |||
Short-Term Debt [Line Items] | |||
Note discounts | |||
Note discounts in conjunction with extension of convertible note | |||
2022 accretion of note discounts | (10,507) | ||
Note discounts issued in conjunction with debt | 60,874 | ||
Note discounts | 50,367 | ||
Convertible notes payable, current | $ 59,633 | ||
Effective interest rate | 10% | ||
Convertible Promissory Note Six [Member] | |||
Short-Term Debt [Line Items] | |||
Note discounts | |||
Note discounts in conjunction with extension of convertible note | |||
2022 accretion of note discounts | (8,506) | ||
Note discounts issued in conjunction with debt | 60,877 | ||
Note discounts | 52,371 | ||
Convertible notes payable, current | $ 57,629 | ||
Effective interest rate | 8% | ||
Convertible Promissory Note Seven [Member] | |||
Short-Term Debt [Line Items] | |||
Note discounts | |||
Note discounts in conjunction with extension of convertible note | |||
2022 accretion of note discounts | (2,487) | ||
Note discounts issued in conjunction with debt | 31,303 | ||
Note discounts | 28,816 | ||
Convertible notes payable, current | $ 26,184 | ||
Effective interest rate | 5% | ||
Convertible Promissory Note Eight [Member] | |||
Short-Term Debt [Line Items] | |||
Note discounts | |||
Note discounts in conjunction with extension of convertible note | |||
2022 accretion of note discounts | (1,061) | ||
Note discounts issued in conjunction with debt | 48,437 | ||
Note discounts | 47,376 | ||
Convertible notes payable, current | $ 35,124 | ||
Effective interest rate | 1% |
CONVERTIBLE PROMISSORY DEBENT_3
CONVERTIBLE PROMISSORY DEBENTURES (Details Narrative) - USD ($) | Jun. 22, 2022 | Jun. 01, 2022 | May 10, 2022 | Apr. 28, 2022 | Mar. 23, 2022 | Oct. 28, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 20, 2021 | May 10, 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 | Jun. 23, 2020 | Jun. 22, 2020 | Jan. 28, 2020 | Jan. 28, 2020 | Jun. 30, 2022 | Apr. 23, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | Oct. 25, 2021 | Oct. 21, 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] | |||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 1,172,000 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 268,438 | $ 78,165 | |||||||||||||||||||||||||||||||||||||
Debt principal amount converted | $ 110,000 | ||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion of debt | 157,143 | ||||||||||||||||||||||||||||||||||||||
Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument carrying amount | $ 199,650 | ||||||||||||||||||||||||||||||||||||||
Debt principal amount converted | $ 16,714 | ||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion of debt | 42,857 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2022 | Oct. 20, 2022 | |||||||||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 0% | 0% | |||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 16,714 | ||||||||||||||||||||||||||||||||||||||
Debt principal amount converted | $ 199,650 | ||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion of debt | 42,857 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument carrying amount | $ 93,500 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Securities Purchase Agreement [Member] | Previous Noteholder Seven [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 110,000 | $ 110,000 | |||||||||||||||||||||||||||||||||||||
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 the previous noteholder | (i) $181,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by Osher | (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 | ||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 110,000 | $ 110,000 | $ 33,000 | $ 27,500 | $ 165,000 | $ 93,500 | $ 181,500 | $ 25,000 | $ 50,000 | $ 50,000 | $ 385,000 | $ 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 | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 450,000 | 450,000 | 450,000 | 157,143 | 157,143 | 80,209 | 8,250 | 10,000 | 10,000 | 80,209 | 80,209 | ||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 1 | $ 1 | $ 1 | $ 1.20 | $ 1.20 | $ 30 | $ 30 | $ 30 | $ 7 | $ 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 | $ 0 | $ 34,995 | $ 34,995 | ||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.70 | $ 0.70 | $ 0.39 | $ 0.39 | $ 0.39 | $ 0.094 | $ 0.094 | ||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | maturity date from October 20, 2021 to October 20, 2022. | maturity date from October 20, 2021 to October 20, 2022 | maturity date from June 23, 2021 to October 20, 2021 | ||||||||||||||||||||||||||||||||||||
Debt instrument carrying amount | $ 199,650 | $ 717,530 | $ 717,530 | $ 717,530 | $ 652,300 | $ 652,300 | 55,000 | $ 27,500 | |||||||||||||||||||||||||||||||
Accrued interest | $ 65,230 | ||||||||||||||||||||||||||||||||||||||
Debt principal amount converted | $ 16,714 | ||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion of debt | 42,857 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Amended Convertible Debt Agreement [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
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% | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | maturity date from June 23, 2021 to October 20, 2021. | maturity date from September 30, 2021 to October 20, 2021 | |||||||||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Amended Convertible Debt Agreement Two [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 55,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 141,020 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 4,995 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2022 | ||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 0% | 0% | |||||||||||||||||||||||||||||||||||||
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 Osher | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | Securities Purchase Agreement [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, description | aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 23, 2021 | ||||||||||||||||||||||||||||||||||||||
Term of warrants | 5 years | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 450,000 | 450,000 | 450,000 | 10,000 | 10,000 | ||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 1 | $ 1 | $ 1 | $ 30 | $ 30 | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 50,005 | $ 50,005 | |||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.39 | $ 0.39 | |||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | maturity date from October 20, 2021 to October 20, 2022. | maturity date from June 23, 2021 to October 20, 2021. | |||||||||||||||||||||||||||||||||||||
Debt instrument carrying amount | $ 717,530 | $ 717,530 | $ 717,530 | $ 652,300 | |||||||||||||||||||||||||||||||||||
Accrued interest | $ 65,230 | ||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | Securities Purchase Agreement [Member] | Previous Noteholder One [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | 141,020 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | Amended Convertible Debt Agreement [Member] | Previous Noteholder One [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 141,020 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | maturity date from June 23, 2021 to October 20, 2021 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | Amended Convertible Debt Agreement Two [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 141,020 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 4,995 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2022 | ||||||||||||||||||||||||||||||||||||||
Term of warrants | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 450,000 | 450,000 | 450,000 | ||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 1 | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | October 20, 2021 to October 20, 2022. | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Previous Noteholder Two [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 57,147 | $ 70,510 | |||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Previous Noteholder Three [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 239,734 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Previous Noteholder Five [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 56,408 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Previous Noteholder Seven [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 157,143 | 157,143 | |||||||||||||||||||||||||||||||||||||
Debt instrument carrying amount | $ 110,000 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The offering allowed for qualified investors to purchase one share of the Company’s common stock at $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock at $1.25 per share. No commissions were paid in the offering. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration. | ||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 320,000 | ||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 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 | ||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 27,500 | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Aug. 28, 2021 | Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||
Term of warrants | 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 | ||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 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] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 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] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 27,500 | ||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 70,510 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 25,000 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 2,500 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | maturity date from August 18, 2021 to October 20, 2021 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement [Member] | Previous Noteholder Five [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 22,000 | ||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 423,060 | 56,408 | 423,060 | ||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | $ 0.59 | |||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 2,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | maturity date from August 18, 2021 to October 20, 2021 | maturity date from September 30, 2021 to October 20, 2021 | |||||||||||||||||||||||||||||||||||||
Debt instrument carrying amount | $ 165,000 | $ 22,000 | $ 33,000 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement [Member] | Previous Noteholder Six [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 84,612 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | maturity date from August 18, 2021 to October 20, 2021 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Amended Convertible Debt Agreement Two [Member] | Previous Noteholder Three [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 239,734 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | maturity date from September 30, 2021 to October 20, 2021 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Eight [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 22, 2023 | ||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 0% | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Eight [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, description | 82,500 aggregate principal amount of Note due June 22, 2023 based on $1.00 for each $0.90909 paid by the previous noteholder | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 82,500 | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 22, 2023 | ||||||||||||||||||||||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 165,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 75,000 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 7,500 | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Seven [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 01, 2023 | ||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 0% | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Seven [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, description | 55,000 aggregate principal amount of Note due June 1, 2023 based on $1.00 for each $0.90909 paid by the previous noteholder | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 01, 2023 | ||||||||||||||||||||||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 110,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Six [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | May 10, 2023 | ||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 0% | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Six [Member] | Brio Capital Master Fund Ltd [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, description | 110,000 aggregate principal amount of Note due May 10, 2023 based on $1.00 for each $0.90909 paid by the previous noteholder | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 110,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | May 10, 2023 | ||||||||||||||||||||||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 220,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 10,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Five [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 28, 2023 | ||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 0% | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Five [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, description | 110,000 aggregate principal amount of Note due April 28, 2023 based on $1.00 for each $0.90909 paid by the previous noteholder | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 110,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 28, 2023 | ||||||||||||||||||||||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 220,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 10,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Four [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 23, 2023 | Oct. 20, 2022 | |||||||||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 0% | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Four [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, description | 110,000 aggregate principal amount of Note due March 23, 2023 based on $1.00 for each $0.90909 paid by the previous noteholder | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 110,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 23, 2023 | ||||||||||||||||||||||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 220,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 10,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Four [Member] | Brio Capital Master Fund Ltd [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, description | 110,000 aggregate principal amount of Note due March 23, 2023 based on $1.00 for each $0.90909 paid by the previous noteholder | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 110,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 23, 2023 | ||||||||||||||||||||||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 220,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 10,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 20, 2022 | Oct. 20, 2022 | |||||||||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 0% | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 16,714 | ||||||||||||||||||||||||||||||||||||||
Debt principal amount converted | $ 199,650 | ||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion of debt | 42,857 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | Securities Purchase Agreement [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt conversion, description | aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by Osher | ||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 181,500 | ||||||||||||||||||||||||||||||||||||||
Term of warrants | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 450,000 | 450,000 | 450,000 | 8,250 | |||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 1 | $ 1 | $ 1 | $ 30 | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 165,000 | ||||||||||||||||||||||||||||||||||||||
Original issue discount amount | $ 16,500 | ||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.39 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | maturity date from October 20, 2021 to October 20, 2022. | ||||||||||||||||||||||||||||||||||||||
Debt instrument carrying amount | $ 199,650 | $ 717,530 | $ 717,530 | $ 717,530 | $ 652,300 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 65,230 | ||||||||||||||||||||||||||||||||||||||
Debt principal amount converted | $ 16,714 | ||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion of debt | 42,857 | ||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | Amended Convertible Debt Agreement [Member] | Osher Capital Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||
Aggregate number of warrants to purchase shares | 465,366 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants per share | $ 0.59 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | maturity date from September 30, 2021 to October 20, 2021. |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 28, 2021 | Oct. 25, 2021 | Oct. 22, 2021 | Oct. 20, 2021 | Oct. 20, 2021 | Oct. 14, 2021 | Jul. 14, 2021 | May 10, 2021 | Apr. 14, 2021 | Jan. 14, 2021 | Oct. 19, 2020 | Apr. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 19, 2021 | |
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 | 37,295,803 | |||||||||||||||||
Debt conversion, amount | $ 110,000 | |||||||||||||||||
Conversion shares | 157,143 | |||||||||||||||||
Stock issued during period shares | 47,000 | 47,000 | 1,172,000 | |||||||||||||||
Number of securities called by warrants | 1,172,000 | |||||||||||||||||
Proceeds from issuance of common stock | $ 1,465,000 | $ 1,500,000 | ||||||||||||||||
Stock issued during period value | $ 37,600 | $ 47,000 | $ 1,465,000 | $ 610,181 | ||||||||||||||
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 investor 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 | 47,000 | 47,000 | ||||||||||||||||
Stock issued during period value | $ 82,250 | $ 82,250 | ||||||||||||||||
Stock issued during period, shares acquisitions | 33,686,169 | |||||||||||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||
Preferred stock shares outstanding | 0 | 0 | ||||||||||||||||
Common stock shares outstanding | 37,295,813 | 37,295,813 | 35,201,513 | |||||||||||||||
Previous Noteholder [Member] | ||||||||||||||||||
Number of securities called by warrants | 57,147 | |||||||||||||||||
Third Parties [Member] | ||||||||||||||||||
Stock issued during period shares | 1,015,344 | |||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||
Stock issued during period shares | 450,000 | |||||||||||||||||
Number of securities called by warrants | 450,000 | |||||||||||||||||
Proceeds from issuance of common stock | $ 197,501 | |||||||||||||||||
Debt instrument maturity date | Oct. 20, 2022 | |||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||
Exercise price of warrants per share | $ 1 | |||||||||||||||||
Other expenses | $ 48,699 | $ 0 | $ 40,041 | $ 0 | ||||||||||||||
Debt maturity date, description | October 20, 2021 to October 20, 2022. | |||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||
Stock issued during period shares | 320,000 | |||||||||||||||||
Number of securities called by warrants | 320,000 | 320,000 | ||||||||||||||||
Proceeds from issuance of common stock | $ 400,000 | |||||||||||||||||
Debt Conversion, Description | The offering allowed for qualified investors to purchase one share of the Company’s common stock at $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock at $1.25 per share. No commissions were paid in the offering. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration. | |||||||||||||||||
Osher Capital Partners LLC [Member] | ||||||||||||||||||
Debt conversion, amount | $ 16,714 | |||||||||||||||||
Debt instrument carrying amount | $ 199,650 | |||||||||||||||||
Conversion shares | 42,857 | |||||||||||||||||
Osher Capital Partners LLC [Member] | Marketing Consulting Agreement [Member] | ||||||||||||||||||
Debt instrument carrying amount | $ 110,000 | |||||||||||||||||
Conversion shares | 157,143 |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COST AND SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leases | ||||||
Operating lease expense | $ 41,811 | |||||
Short term lease cost | ||||||
Operating lease expense | $ 17,919 | $ 3,289 | 35,838 | 3,289 | 41,811 | 0 |
Operating cash flows from operating leases | 35,910 | 3,919 | 17,866 | |||
Cash paid for amounts included in the measurement of lease liabilities | $ 35,910 | $ 3,919 | $ 17,866 | |||
Weighted-average remaining lease term - operating leases | 4 years 2 months 12 days | 5 years 2 months 12 days | 4 years 2 months 12 days | 5 years 2 months 12 days | 4 years 8 months 1 day | |
Weighted-average discount rate - operating leases | 10% | 10% | 10% | 10% | 10% | |
Total lease expense | $ 17,919 | $ 3,289 | $ 35,838 | $ 3,289 |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||||
2023 | $ 74,895 | $ 72,714 | ||
2024 | 77,142 | 74,895 | ||
2025 | 79,456 | 77,142 | ||
2026 | 54,225 | 79,456 | ||
2025 | 54,225 | |||
Total undiscounted cash flows | $ 322,521 | $ 358,431 | ||
Weighted-average remaining lease terms | 4 years 2 months 12 days | 4 years 8 months 1 day | 5 years 2 months 12 days | |
Weighted-average discount rate | 10% | 10% | 10% | |
Lease liabilities, current | $ 264,691 | $ 286,716 | ||
Lease liabilities—current | 49,545 | 46,091 | ||
Lease liabilities—long-term | 215,146 | 240,625 | ||
Lease liabilities—total | 264,691 | 286,716 | ||
Difference between undiscounted and discounted cash flows | 57,830 | $ 71,715 | ||
2022 (remaining 6 months) | $ 36,803 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
May 27, 2021 | May 27, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 15, 2021 | |
Lease monthly rent | $ 5,955 | $ 5,955 | |||||||
Lease expiration date | Sep. 30, 2026 | Sep. 30, 2026 | |||||||
Operating lease right-of-use assets | $ 240,818 | $ 240,818 | $ 262,771 | ||||||
Operating lease liability | 264,691 | 264,691 | 286,716 | ||||||
Operating lease cost | 17,919 | $ 3,289 | 35,838 | $ 3,289 | $ 41,811 | $ 0 | |||
Operating lease cost | $ 17,919 | $ 3,289 | $ 35,838 | $ 3,289 | |||||
ASC 842 [Member] | |||||||||
Operating lease right-of-use assets | $ 290,827 | ||||||||
Operating lease liability | $ 290,827 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 09, 2022 | Oct. 14, 2021 | Jul. 21, 2021 | Jul. 14, 2021 | May 10, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||||||
Accrued Payroll Taxes, Current | $ 69,842 | $ 69,842 | $ 1,072 | $ 59,707 | |||||||
Number of shares of common stock | 47,000 | 47,000 | 1,172,000 | ||||||||
CEO and CTO [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual base salary | $ 34,750 | ||||||||||
Performance bonus, percentage | 5% | ||||||||||
Employment Agreements [Member] | Mr. Joyce [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual base salary | $ 455,000 | ||||||||||
Maximum bonus compensation percentage | 50% | ||||||||||
Beneficial ownership target percentage | 9% | ||||||||||
Compensation expense | $ 496,125 | 418,842 | |||||||||
Accrued Payroll Taxes, Current | 18,542 | ||||||||||
Employee benefits | 21,704 | 22,024 | |||||||||
Employment Agreements [Member] | Chief Technology Officer [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Compensation expense | 259,000 | 233,981 | |||||||||
Employee benefits | $ 31,126 | $ 22,516 | |||||||||
Employment Agreements [Member] | Mr Ferrell [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual base salary | $ 250,000 | ||||||||||
Maximum bonus compensation percentage | 40% | ||||||||||
Compensation expense | 63,588 | $ 0 | 74,004 | $ 0 | |||||||
Employee benefits | $ 6,365 | $ 0 | $ 7,716 | $ 0 | |||||||
Options granted | 600,000 | ||||||||||
Number of shares of common stock | 600,000 |
SCHEDULE OF RECONCILIATION OF S
SCHEDULE OF RECONCILIATION OF STATUTORY INCOME TAX RATES AND EFFECTIVE TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal rate | 21% | 21% |
State income tax, net of federal benefit | 7% | 7% |
Permanent differences | 0% | 0% |
Valuation allowance | (28.00%) | (28.00%) |
Provision for income taxes | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 1,073,527 | $ 352,912 |
Valuation allowance | (1,073,527) | (352,912) |
Total |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2021 USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards for Federal and state | $ 1,408,000 |
Net operating loss carryforwards limitation percentage | 80% |
SCHEDULE OF COMPUTATION OF BASI
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET INCOME PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||||||||
Net loss attributable to the common stockholders | $ (666,325) | $ (678,046) | $ (649,861) | $ (461,682) | $ (1,344,371) | $ (1,111,543) | $ (3,004,619) | $ (1,259,590) |
Basic weighted average outstanding shares of common stock | 37,295,803 | 36,410,334 | 37,295,803 | 35,841,627 | 36,396,585 | 7,351,272 | ||
Dilutive effect of options and warrants | ||||||||
Diluted weighted average common stock and common stock equivalents | 37,295,803 | 36,410,334 | 37,295,803 | 35,841,627 | 36,396,585 | 7,351,272 | ||
Basic and diluted | $ (0.02) | $ (0.02) | $ (0.04) | $ (0.03) | $ (0.08) | $ (0.17) |
SCHEDULE OF ESTIMATED AMORTIZAT
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSES RELATED TO INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Events [Abstract] | |||
2022 (remaining 6 months) | $ 1,800 | ||
2023 | 2,100 | $ 3,600 | |
Intangible assets, net | $ 3,900 | $ 5,700 | $ 21,905 |
SCHEDULE OF PRINCIPAL PAYMENTS
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON CONVERTIBLE PROMISSORY DEBENTURES (Details) | Jun. 30, 2022 USD ($) |
Subsequent Events [Abstract] | |
2022 | $ 700,816 |
2023 | 577,500 |
Long-Term Debt | $ 1,278,316 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||||||
Mar. 23, 2022 | Mar. 09, 2022 | Oct. 22, 2021 | Jul. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | May 10, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||||
Aggregate number of warrants to purchase shares | 1,172,000 | |||||||
Debt discount | $ 268,438 | $ 78,165 | ||||||
Original Issue Discount Senior Debenture Note [Member] | Osher Capital Partners LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt conversion, description | (i) $110,000 aggregate principal amount of Note due March 23, 2023 based on $1.00 for each $0.90909 paid by the previous noteholder | |||||||
Aggregate principal amount of debt | $ 110,000 | |||||||
us-gaap:DebtInstrumentMaturityDate | Mar. 23, 2023 | |||||||
Term of warrants | 5 years | |||||||
Aggregate number of warrants to purchase shares | 220,000 | |||||||
Exercise price of warrants per share | $ 0.50 | |||||||
Proceeds from issuance of convertible debt | $ 100,000 | |||||||
Debt discount | $ 10,000 | |||||||
Debt instrument conversion price per share | $ 0.50 | |||||||
Original Issue Discount Senior Debenture Note [Member] | Brio Capital Master Fund Ltd [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt conversion, description | (i) $110,000 aggregate principal amount of Note due March 23, 2023 based on $1.00 for each $0.90909 paid by the previous noteholder | |||||||
Aggregate principal amount of debt | $ 110,000 | |||||||
us-gaap:DebtInstrumentMaturityDate | Mar. 23, 2023 | |||||||
Term of warrants | 5 years | |||||||
Aggregate number of warrants to purchase shares | 220,000 | |||||||
Exercise price of warrants per share | $ 0.50 | |||||||
Proceeds from issuance of convertible debt | $ 100,000 | |||||||
Debt discount | $ 10,000 | |||||||
Debt instrument conversion price per share | $ 0.50 | |||||||
Convertible Promissory Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
us-gaap:DebtInstrumentMaturityDate | Oct. 20, 2022 | |||||||
Term of warrants | 5 years | |||||||
Aggregate number of warrants to purchase shares | 450,000 | |||||||
Exercise price of warrants per share | $ 1 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Officers compensation | $ 250,000 | |||||||
Salary percentage | 40% | |||||||
Share based payment award options grants in period gross | 600,000 | |||||||
Share based payment award shares purchased for award | 600,000 | |||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt conversion, description | (i) $313,500 aggregate principal amount of Note (total of $285,000 cash was received) due in various dates in July 2023 based on $1.00 for each $0.90909 paid by the previous noteholder | |||||||
Aggregate principal amount of debt | $ 313,500 | |||||||
Term of warrants | 5 years | |||||||
Aggregate number of warrants to purchase shares | 627,000 | |||||||
Exercise price of warrants per share | $ 0.50 | |||||||
Debt instrument conversion price per share | $ 0.50 | |||||||
Cash | $ 285,000 |