Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-260982 | |
Entity Registrant Name | QUALIS INNOVATIONS, INC. | |
Entity Central Index Key | 0001871181 | |
Entity Tax Identification Number | 84-2488498 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 225 Wilmington West Chester Pike | |
Entity Address, Address Line Two | Suite 200 #145 | |
Entity Address, City or Town | Chadds Ford | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19317 | |
City Area Code | (484) | |
Local Phone Number | 483-2134 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,439,950 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 171,952 | $ 528,284 |
Inventory | 60,275 | 60,275 |
Deposits | 54,000 | 54,000 |
Other current assets | 123,438 | 101,144 |
Total current assets | 409,665 | 743,703 |
Property and equipment, net | 43,534 | 56,360 |
Total assets | 453,199 | 800,063 |
Current liabilities: | ||
Accounts payable and accrued expenses | 19,659 | 18,248 |
Short-term note payable | 62,384 | |
Other current liabilities | 11,400 | |
Total current liabilities | 82,043 | 29,648 |
Total liabilities | 82,043 | 29,648 |
Stockholders’ equity | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | ||
Common stock, $0.001 par value, 750,000,000 shares authorized; 8,439,950 and 8,239,950 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 8,440 | 8,240 |
Additional paid-in-capital | 3,799,749 | 3,466,947 |
Accumulated deficit | (3,437,033) | (2,704,772) |
Total stockholders’ equity | 371,156 | 770,415 |
Total liabilities and stockholders’ equity | $ 453,199 | $ 800,063 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 8,439,950 | 8,239,950 |
Common stock, shares outstanding | 8,439,950 | 8,239,950 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net revenues | ||||
Gross Profit | ||||
Operating expenses: | ||||
Research and development | 121,934 | 53,260 | 375,833 | |
Stock based compensation - related party | 165,378 | |||
General and administrative | 126,659 | 396,932 | 679,001 | 804,463 |
Total operating expenses | 126,659 | 518,866 | 732,261 | 1,345,674 |
Loss from operations | (126,659) | (518,866) | (732,261) | (1,345,674) |
Loss before income taxes | (126,659) | (518,866) | (732,261) | (1,345,674) |
Income taxes | ||||
Net loss | $ (126,659) | $ (518,866) | $ (732,261) | $ (1,345,674) |
Net loss per share, basic and diluted | $ (0.02) | $ (0.06) | $ (0.09) | $ (0.21) |
Weighted average number of shares outstanding | ||||
Basic and diluted | 8,376,907 | 8,176,200 | 8,286,104 | 6,485,492 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Beginning balance, value at Dec. 31, 2020 | [1] | $ 4,058 | $ 1,780,942 | $ (972,656) | $ 812,344 |
Beginning balance, shares at Dec. 31, 2020 | [1] | 4,058,300 | |||
Issuance of common stock for cash | [1] | $ 2,000 | 998,000 | 1,000,000 | |
Issuance of common stock for cash, shares | [1] | 2,000,000 | |||
Issuance of common stock for services - related parties | [1] | $ 30 | 14,970 | 15,000 | |
Issuance of common stock for services - related parties, shares | [1] | 30,000 | |||
Net loss | (204,031) | (204,031) | |||
Ending balance, value at Mar. 31, 2021 | $ 6,088 | 2,793,912 | (1,176,687) | 1,623,313 | |
Ending balance, shares at Mar. 31, 2021 | 6,088,300 | ||||
Beginning balance, value at Dec. 31, 2020 | [1] | $ 4,058 | 1,780,942 | (972,656) | 812,344 |
Beginning balance, shares at Dec. 31, 2020 | [1] | 4,058,300 | |||
Net loss | (1,345,674) | ||||
Issuance of common stock for services | 140,000 | ||||
Ending balance, value at Sep. 30, 2021 | $ 8,240 | 3,453,298 | (2,318,330) | 1,143,208 | |
Ending balance, shares at Sep. 30, 2021 | 8,239,950 | ||||
Beginning balance, value at Dec. 31, 2020 | [1] | $ 4,058 | 1,780,942 | (972,656) | 812,344 |
Beginning balance, shares at Dec. 31, 2020 | [1] | 4,058,300 | |||
Ending balance, value at Dec. 31, 2021 | $ 8,240 | 3,466,947 | (2,704,772) | 770,415 | |
Ending balance, shares at Dec. 31, 2021 | [1] | 8,239,950 | |||
Beginning balance, value at Mar. 31, 2021 | $ 6,088 | 2,793,912 | (1,176,687) | 1,623,313 | |
Beginning balance, shares at Mar. 31, 2021 | 6,088,300 | ||||
Issuance of common stock for cash | $ 300 | 149,700 | 150,000 | ||
Issuance of common stock for cash, shares | 300,000 | ||||
Issuance of common stock for services - related parties | $ 200 | 99,800 | 100,000 | ||
Issuance of common stock for services - related parties, shares | 200,000 | ||||
Net loss | (622,777) | (622,777) | |||
Common stock issued in conjunction with share agreement | [1] | $ 900 | (900) | ||
Common stock issued in conjunction with share agreement, shares | [1] | 900,000 | |||
Recapitalization of Qualis in conjunction with reverse acquisition | $ 497 | (497) | |||
Recapitalization of Qualis in conjunction with reverse acquisition, shares | 496,650 | ||||
Warrants issued to third parties in conjunction with services | 109,512 | 109,512 | |||
Warrants issued in conjunction with employment agreement | 165,378 | 165,378 | |||
Options issued to third parties in conjunction with services | 727 | 727 | |||
Ending balance, value at Jun. 30, 2021 | $ 7,985 | 3,317,632 | (1,799,464) | 1,526,153 | |
Ending balance, shares at Jun. 30, 2021 | 7,984,950 | ||||
Issuance of common stock for services - related parties | $ 250 | 124,750 | 125,000 | ||
Issuance of common stock for services - related parties, shares | 250,000 | ||||
Net loss | (518,866) | (518,866) | |||
Options issued to third parties in conjunction with services | 8,421 | 8,421 | |||
Issuance of common stock for services | $ 5 | 2,495 | 2,500 | ||
Issuance of common stock for services, shares | 5,000 | ||||
Ending balance, value at Sep. 30, 2021 | $ 8,240 | 3,453,298 | (2,318,330) | 1,143,208 | |
Ending balance, shares at Sep. 30, 2021 | 8,239,950 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 8,240 | 3,466,947 | (2,704,772) | 770,415 | |
Beginning balance, shares at Dec. 31, 2021 | [1] | 8,239,950 | |||
Net loss | (95,073) | (95,073) | |||
Warrants issued to third parties in conjunction with services | 13,547 | 13,547 | |||
Options issued to third parties in conjunction with services | 3,792 | 3,792 | |||
Warrants forfeited in conjunction with compensation - related party | (94,101) | (94,101) | |||
Ending balance, value at Mar. 31, 2022 | $ 8,240 | 3,390,185 | (2,799,845) | 598,580 | |
Ending balance, shares at Mar. 31, 2022 | 8,239,950 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 8,240 | 3,466,947 | (2,704,772) | 770,415 | |
Beginning balance, shares at Dec. 31, 2021 | [1] | 8,239,950 | |||
Net loss | (732,261) | ||||
Issuance of common stock for services | |||||
Ending balance, value at Sep. 30, 2022 | $ 8,440 | 3,799,749 | (3,437,033) | 371,156 | |
Ending balance, shares at Sep. 30, 2022 | 8,439,950 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 8,240 | 3,390,185 | (2,799,845) | 598,580 | |
Beginning balance, shares at Mar. 31, 2022 | 8,239,950 | ||||
Net loss | (510,529) | (510,529) | |||
Warrants issued to third parties in conjunction with services | 290,276 | 290,276 | |||
Options issued to third parties in conjunction with services | 3,672 | 3,672 | |||
Ending balance, value at Jun. 30, 2022 | $ 8,240 | 3,684,133 | (3,310,374) | 381,999 | |
Ending balance, shares at Jun. 30, 2022 | 8,239,950 | ||||
Issuance of common stock for cash | $ 200 | 99,800 | 100,000 | ||
Issuance of common stock for cash, shares | 200,000 | ||||
Net loss | (126,659) | (126,659) | |||
Warrants issued to third parties in conjunction with services | 15,149 | 15,149 | |||
Options issued to third parties in conjunction with services | 667 | 667 | |||
Ending balance, value at Sep. 30, 2022 | $ 8,440 | $ 3,799,749 | $ (3,437,033) | $ 371,156 | |
Ending balance, shares at Sep. 30, 2022 | 8,439,950 | ||||
[1]Total common stock of 6,988,300 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes In Stockholders' Equity (Unaudited) (Parenthetical) | Jun. 29, 2021 shares |
Share Exchange Agreement [Member] | M Pathix Health Inc [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Issuance of common stock, shares | 6,988,300 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (732,261) | $ (1,345,674) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 12,826 | 12,677 |
Amortization expense | 322,258 | |
Warrants issued for services | 318,972 | 109,512 |
Options issued for services | 8,131 | 9,148 |
Warrants forfeited in conjunction with compensation - related parties | (94,101) | |
Stock based compensation - related parties | 165,378 | |
Issuance of common stock for services | 140,000 | |
Issuance of common stock for services - related parties | 2,500 | |
Changes in operating assets and liabilities: | ||
Inventory | (60,275) | |
Deposits | 36,000 | |
Other current assets | (22,294) | (132,176) |
Accounts payable and accrued expenses | 1,411 | 23,757 |
Short-term note payable | 62,384 | |
Other current liabilities | (11,400) | 99,688 |
Net cash used in operating activities | (456,332) | (617,207) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,787) | |
Net cash used in investing activities | (1,787) | |
Cash flows from financing activities: | ||
Issuance of common stock for cash | 100,000 | 1,150,000 |
Issuance of common stock for cash - related party | 100,000 | |
Net cash provided by financing activities | 100,000 | 1,250,000 |
Net (decrease) increase in cash | (356,332) | 631,006 |
Cash at beginning of period | 528,284 | 72,915 |
Cash at end of period | 171,952 | 703,921 |
Supplemental disclosures of cash flow information: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Common stock issued in conjunction with share agreement | 1,397 | |
Insurance policy financed by short-term note payable | $ 62,384 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Corporate History and Background Qualis Innovations, Inc. (the “Company” or “Qualis”), formerly known as Hoopsoft Development Corp., Yellowstone Mining, Inc. and Sky Digital Holding Corp. was incorporated in the state of Nevada on March 23, 2006 under the name Hoopsoft Development Corp (“Hoopsoft”). On January 12, 2007, the Company entered into an agreement and plan of merger (“Agreement and Plan of Merger”) with Yellowcake Mining, Inc. (“Yellowcake”), a Nevada corporation and wholly-owned subsidiary of Hoopsoft Development Corp., incorporated for the sole purpose of effecting the merger. Pursuant to the terms of the Agreement and Plan of Merger, Yellowcake merged with and into Hoopsoft, with Hoopsoft carrying on as the surviving corporation under the name “Yellowcake Mining, Inc.” On April 6, 2011, Yellowcake restated its articles of incorporation and changed its name to Sky Digital Stores Corp (“SKYC”). On May 5, 2011, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among SKYC and Hong Kong First Digital Holding Ltd. (“First Digital”), and the shareholders of First Digital (the “FDH Shareholders”) entered into a Share “FDH”), and the shareholders of FDH (the “FDH Shareholders”). The closing of the transaction (the “Closing”) took place on May 5, 2011 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of FDH from the FDH Shareholders; and FDH Shareholders transferred and contributed all of their Shares to us. In exchange, the Company issued to the FDH Shareholders, their designees or assigns, an aggregate of 23,716,035 97.56 0.20 Mr. Lin Xiangfeng planned, organized and executed the Share Exchange. Prior to the Share Exchange, Mr. Lin Xiangfeng was the largest shareholder and sole officer of FDH. He was also the CEO of SKYC but did not own any shares of the Company. The parties involved in the Share Exchange Agreement are SKYC, FDH and all FDH Shareholders. Mr. Lin Jinshui, an FDH Shareholder, is the father of Mr. Lin Xiangfeng and Mr. Lin Xiuzi, an FDH Shareholder, is the brother of Mr. Lin Xiangfeng. Other than Mr. Lin Xiangfeng, no third party played a substantial role in the agreement. FDH owned (i) 100 Donxon 100 100 Dasen 70 Dasen 100 100 100 70 On February 13, 2018, a change of control occurred, and new officers and directors of the Company were appointed. The name change of ‘Sky Digital Stores Corp.’ (SKYC) to Qualis Innovations, Inc. and the 1 – 1,000 reverse split 232,689 396,650 In July, 2019, John Ballard and a Charles Achoa, formed a new company named EMF Medical Devices Inc. for the development, maintenance, marketing and sale of an electronic device for the treatment of pain that would make use of certain intellectual property interests held by LCMD. In May 2021 the Company changed its name to mPathix Health Inc. Presently, John Ballard is the Chief Financial Officer and Charles Achoa does not participate in any management or board position. On June 28, 2021, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among mPathix Health, Inc. (formerly EMF Medical Devices, Inc., a Delaware corporation) (“mPathix”) and Qualis. The closing of the transaction (the “Closing”) took place on June 29, 2021 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of mPathix. In exchange, the Company issued to the mPathix shareholder’s, their designees or assigns, an aggregate of 6,988,300 93.36 0.50 1,098,830 698,830 400,000 10 0.50 496,650 0 The acquisition will be accounted for as a “reverse merger” and recapitalization since the stockholders of mPathix will own a majority of the outstanding shares of the common stock immediately following the completion of the transaction assuming that holders of 10 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and stated in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). 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 consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 3,437,033 327,622 714,055 732,261 1,345,674 456,332 617,207 While the Company is attempting to expand operations and generate 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. 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 consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
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 consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the consolidated 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: common stock valuation, amortization of intangible assets, depreciation of property and equipment, 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 Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. 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. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company does not have a liability for unrecognized income tax benefits. Advertising and Marketing Costs Advertising and marketing expenses are recorded as marketing expenses when they are incurred. The Company had no advertising and marketing expense for the three and nine months ended September 30, 2022 and 2021, respectively. Research and Development All research and development costs are expensed as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with ASC 730, Research and Development 0 and $ 53,260 , and $ 121,934 and $ 375,833 107,419 322,258 0 With respect to the current status of the patent, there has been no movement during the quarter ended September 30, 2022 and till date. The Company has a disagreement with the specific vendor and the project relating to collection of data, testing and filing the patent application has been kept on hold. The Company and the vendor is trying to resolve this disagreement, about achieving a particular milestone, which they expect to be completed later in November 2022, it is status quo since June 30, 2022. General and Administrative Expenses General and administrative expenses consisted of professional service fees, and other general and administrative overhead costs. Expenses are recognized when incurred. Deposits Deposits consist of amounts paid to a vendor in advance to manufacture pain treatment products. Deposits as of September 30, 2022 and December 31, 2021 were $ 54,000 54,000 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. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Intangible Assets Intangible assets consist primarily of intellectual property licensing costs. The intangible assets are being amortized on a straight-line basis through the end of the licensing agreement of April 2022, however, based on the Company’s analysis of the Solace medical device, the Company recorded an impairment of intangible assets of $ 143,226 Impairment of Long-lived Assets The Company periodically evaluates 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. The Company’s 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 the Company’s assumptions and estimates, or the assumptions and estimates change due to new information, the Company may be exposed to an impairment charge in the future. Based on the Company’s analysis of the Solace medical device, as of December 31, 2021, the Company reassessed the value of the Preliminary License Agreement with LCMD. Related to this assessment, management determined that the intellectual property used in the Solace device is different from the intellectual property in the Preliminary License Agreement with LCMD. Therefore, the Company recorded an impairment of intangible assets of $ 143,226 Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2022, there were no financial instruments requiring fair value. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value are measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. Basic and diluted earnings per share The computation of net profit (loss) per share included in the Statements of Operations, represents the net profit (loss) per share that would have been reported had the Company been subject to ASC 260, “Earnings Per Share as a corporation for all periods presented. 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. Potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period. There were 1,610,000 1,610,000 1,218,830 1,218,830 Employee Stock Based Compensation Stock based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock based compensation issued to employees , Non-Employee Stock Based Compensation Issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates. Non-Cash Equity Transactions Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock. 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 not exposed to credit risk. Seasonality The business is not subject to substantial seasonal fluctuations. Major Suppliers The Company has not entered into any contracts that obligate it to purchase a minimum quantity or exclusively from any supplier. 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 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 unaudited condensed consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, December 31, Estimated Life 2022 2021 Tooling 5 $ 82,530 $ 82,530 Computer Equipment 3 1,787 1,787 Accumulated depreciation (40,783 ) (27,957 ) Total $ 43,534 $ 56,360 Depreciation expense was $ 4,275 12,826 4,275 12,677 |
SHORT TERM LOAN
SHORT TERM LOAN | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SHORT TERM LOAN | NOTE 5 – SHORT TERM LOAN On July 20, 2022, the Company entered into a loan to finance its directors and officer’s insurance policy effective June 28, 2022. The loan has a principal balance of $ 90,225 8.83 10,397 31,192 62,384 |
INTELLECTUAL PROPERTY LICENSE A
INTELLECTUAL PROPERTY LICENSE AGREEMENT | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTELLECTUAL PROPERTY LICENSE AGREEMENT | NOTE 6 – INTELLECTUAL PROPERTY LICENSE AGREEMENT Prior License We previously licensed from Life Care Medical Devices a number of patents in connection with the Prior Device, the predicate device which was marketed as the “BeBe” device, and which received 510(k) clearance from the FDA in March 2014. The granted indication for the BeBe device was “to generate deep heat within body tissues for the treatment of medical conditions such as relief of pain, muscle spasms and joint contractures.” On August 28, 2019, our subsidiary, mPathix, entered into a Preliminary License Agreement with LCMD, licensing from LCMD certain patents, know how, trade secrets, 510(k) clearances and other property (the “Property”) previously transferred to LCMD by the Marchitto Entities (defined below) in accordance with an Asset Purchase Agreement and a separate Intellectual Property License Agreement dated November 10, 2015. Jim Holt who served as the sole officer and director of LCMD, is also one of our directors. mPathix had an exclusive license to reproduce, distribute, sell, lease, display and perform and otherwise use the Property (including the SOLACE medical device) for use in pain management as of the August 28, 2019 agreement. In consideration, mPathix issued 2,000,000 1,878,955 121,045 110,000 6.0 On June 3, 2021, a Definitive License Agreement was signed by LCMD and mPathix in order to finalize the terms of the August 28, 2019 Preliminary License Agreement. The terms of the license with LCMD were contingent upon successful fulfilment of a court ordered resolution between LCMD and the original owners of the underlying intellectual property (the “Marchitto Entities”). LCMD was obligated to pay to the Marchitto Entities the sum of $ 2,400,000 The Company is in the process of finalizing the SOLACE product design and is beginning to compile the data required to complete an application with the FDA. Further, given the substantial changes and modifications that we have identified for our device, the Company will seek to file provisional patents at the earliest possible date. ASC 730-10-25-2(c), Intangible Assets Purchased From Others The Intellectual Property License Agreement expired in April 2022 mPathix recorded $ 1,110,000 Based on the Company’s analysis of the Solace medical device, as of December 31, 2021, the Company reassessed the value of the Preliminary License Agreement with LCMD. Related to this assessment, management determined that the intellectual property used in the Solace device is different from the intellectual property in the Preliminary License Agreement with LCMD. Therefore, the Company recorded an impairment of intangible assets of $ 143,226 Intangible assets consisted of the following as of: SCHEDULE OF INTANGIBLE ASSETS Estimated life September 30, December 31, License Agreement 31 $ - $ 1,110,000 Accumulated amortization - (966,774 ) Impairment of license agreement - (143,266 ) Intangible assets net $ - $ - The Company had amortization expense of $ 0 0 107,419 322,258 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY The Company has authorized 25,000,000 0.001 no The Company has authorized 750,000,000 0.001 8,439,950 8,239,950 Common Stock On July 20, 2022, the Company issued 200,000 100,000 In July 2021, the Company issued 250,000 125,000 In July 2021, the Company issued 5,000 2,500 In June 2021, the Company issued 300,000 150,000 In June 2021, the Company issued 200,000 100,000 On June 28, 2021, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among mPathix Health, Inc. (formerly EMF Medical Devices, Inc., a Delaware corporation) (“mPathix”) and Qualis. The closing of the transaction (the “Closing”) took place on June 29, 2021 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of mPathix. In exchange, the Company issued to the mPathix shareholder’s, their designees or assigns, an aggregate of 6,988,300 93.36 0.50 1,098,830 698,830 400,000 10 0.50 The acquisition will be accounted for as a “reverse merger” and recapitalization since the stockholders of mPathix will own a majority of the outstanding shares of the common stock immediately following the completion of the transaction assuming that holders of 10 On June 29, 2021, the Company issued 900,000 On June 29, 2021, the Company issued 496,650 0 On February 14, 2021, the Company issued a total of 30,000 15,000 On February 11, 2021, the Company issued 2,000,000 1,000,000 Warrants On February 14, 2021, the Company granted 400,000 400,000 109,512 seven years 0.50 On March 16, 2021, the Company granted 698,830 698,830 165,378 ten years 0.50 On June 29, 2021, the Qualis Innovations, Inc. has cancelled previous warrants agreement and regranted warrants to purchase an additional 1,098,830 698,830 400,000 10 0.50 On September 9, 2021, the Board of Directors approved a modified Employment Agreement for Mr. Bingol which was subsequently signed on October 1, 2021. The modification resulted in changing Mr. Bingol’s position from CEO to President. Further, on October 1, 2021, Mr. Bingol’s previously issued warrants were modified such that he will receive 300,000 0.50 398,830 three years 0.50 9,155 On February 24, 2022, Mr. Bingol entered into a separation agreement whereby he will terminate his employment effective April 15, 2022. He received no severance payment and there were no disagreements between he or the Company. A total of 300,000 398,830 94,101 On February 1, 2022, the Company granted 30,000 30,000 13,547 three years 1.00 On March 29, 2022, the Board of Directors approved the granting of 400,000 1.10 290,276 10 On August 1, 2022, based on a revised agreement signed by the relevant parties, the Company granted 60,000 60,000 7,632 three years 1.10 On September 1, 2022, the Company granted 300,000 300,000 60,916 four years 1.10 50 six months 50 twelve months The following represents a summary of the warrants outstanding at September 30 , 2022 SUMMARY OF WARRANTS OUTSTANDING Warrants Weighted Average Exercise Price Weighted Average Contract Life (in Years) Aggregate Intrinsic Value * Outstanding at January 1, 2021 - $ - - $ - Granted 1,098,830 0.50 8.4 769,181 Exercised - - - - Expired/Forfeited - - - - Outstanding at December 31, 2021 1,098,830 $ - - $ 769,181 Granted 790,000 1.10 6.3 - Exercised - - - - Expired/Forfeited (398,830 ) 0.50 - (538,421 ) Outstanding at September 30, 2022 1,490,000 $ 0.82 7.0 $ - Exercisable at September 30, 2022 1,190,000 $ 0.74 7.5 $ - Expected to be vested 1,190,000 $ 0.74 7.5 $ - * Based on the fair value of the Company’s stock on September 30, 2022 and December 31, 2021, respectively Options On June 7, 2021, the Company granted 20,000 20,000 5,024 five years 0.50 50 six months 50 twelve months In July 2021, the Company granted a total of 100,000 100,000 25,077 five years 0.50 50 six months 50 twelve months The following represents a summary of the options outstanding at September 30 , 2022 SUMMARY OF STOCK OPTIONS OUTSTANDING Options Weighted Average Exercise Price Weighted Average Contract Life (in Years) Aggregate Intrinsic Value * Outstanding at January 1, 2021 - $ - - $ - Granted 120,000 0.50 5.2 84,000 Exercised - - - - Expired/Forfeited - - - - Outstanding at December 31, 2021 120,000 $ - - $ 84,000 Granted - - - - Exercised - - - - Expired/Forfeited - - - - Outstanding at September 30, 2022 120,000 $ 0.50 4.5 $ - Exercisable at September 30, 2022 120,000 $ 0.50 4.5 $ - Expected to be vested - $ - - $ - * Based on the fair value of the Company’s stock on September 30, 2022 and December 31, 2021, respectively |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS Other than as set forth below, and as disclosed in Notes 6, 7 and 10, 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 9 – 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. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES WERE EXCLUDED FROM CALCULATION OF DILUTED NET LOSS PER SHARE For the Nine Months Ended For the Three Months Ended 2022 2021 2022 2021 Options to purchase shares of common stock 120,000 120,000 120,000 120,000 Warrants to purchase shares of common stock granted on February 14, 2021 to CreoMed, Inc. * 400,000 400,000 400,000 400,000 Warrants to purchase shares of common stock granted on March 16, 2021 to Demir Bingol * 300,000 698,830 300,000 698,830 Warrants to purchase shares of common stock granted on April 1, 2022 to CreoMed, Inc. 400,000 - 400,000 - Warrants to purchase shares of common stock 390,000 - 390,000 - Total potentially dilutive shares 1,610,000 1,218,830 1,610,000 1,218,830 * The Company has cancelled and regranted these warrants to purchase 1,098,830 698,830 400,000 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 For the Nine Months Ended For the Three Months Ended 2022 2021 2022 2021 Net loss attributable to the common stockholders $ (732,261 ) $ (1,345,674 ) $ (126,659 ) $ (518,866 ) Basic weighted average outstanding shares of common stock 8,286,104 6,485,492 8,376,907 8,176,200 Dilutive effect of options and warrants - - - - Diluted weighted average common stock and common stock equivalents 8,286,104 6,485,492 8,376,907 8,176,200 Loss per share: Basic and diluted $ (0.09 ) $ (0.21 ) $ (0.02 ) $ (0.06 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Legal From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results. Prior License We previously licensed from Life Care Medical Devices a number of patents in connection with the Prior Device, the predicate device which was marketed as the “BeBe” device, and which received 510(k) clearance from the FDA in March 2014. The granted indication for the BeBe device was “to generate deep heat within body tissues for the treatment of medical conditions such as relief of pain, muscle spasms and joint contractures.” On August 28, 2019, our subsidiary, mPathix, entered into a Preliminary License Agreement with LCMD, licensing from LCMD certain patents, know how, trade secrets, 510(k) clearances and other property (the “Property”) previously transferred to LCMD by the Marchitto Entities (defined below) in accordance with an Asset Purchase Agreement and a separate Intellectual Property License Agreement dated November 10, 2015. Jim Holt who served as the sole officer and director of LCMD, is also one of our directors. mPathix had an exclusive license to reproduce, distribute, sell, lease, display and perform and otherwise use the Property (including the SOLACE medical device) for use in pain management as of the August 28, 2019 agreement. In consideration, mPathix issued 2,000,000 1,878,955 121,045 110,000 6.0 On June 3, 2021, a Definitive License Agreement was signed by LCMD and mPathix in order to finalize the terms of the August 28, 2019 Preliminary License Agreement. The terms of the license with LCMD were contingent upon successful fulfilment of a court ordered resolution between LCMD and the original owners of the underlying intellectual property (the “Marchitto Entities”). LCMD was obligated to pay to the Marchitto Entities the sum of $ 2,400,000 ASC 730-10-25-2(c), Intangible Assets Purchased From Others, requires a company to evaluate the technology acquired, and the applicable guidance for the determination of alternative future uses. mPathix determined, at the date of the acquisition of the technology, that it was acquiring an asset that represented a research and development (R&D) project that was still in the process of experimentation. The technology has additional potential future benefits including hyperhidrosis, stress bladder incontinence, and cosmetic indications. Therefore, the acquisition represented an asset by the Company. The Intellectual Property License Agreement expired in April 2022. mPathix recorded $ 1,110,000 Based on the Company’s analysis of the Solace medical device, as of December 31, 2021, the Company reassessed the value of the Preliminary License Agreement with LCMD. Related to this assessment, management determined that the intellectual property used in the Solace device is different from the intellectual property in the Preliminary License Agreement with LCMD. Therefore, the Company recorded an impairment of intangible assets of $ 143,226 The Company is not involved in any type of litigations or claims and also there is no lawsuit proceedings against the company due to development of its own medical device. During the three and nine months ended September 30, 2022, no such events occurred and hence the company has not determined provision for contingencies or contingent liabilities in the consolidated financial statements. 2021 Equity Incentive Plan In June 2021, the board of directors of the Company authorized the adoption and implementation of the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The principal purpose of the 2021 Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies by providing them the opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of the Company’s shareholders. Under the 2021 Plan, an aggregate of 1,000,000 Employment Agreement On March 1, 2021, Mr. Ahmet Demir Bingol, the Company’s Chief Executive Officer (“CEO”) entered into an Employment Agreement with the Company, with an effective date of March 16, 2021, in which he receives an annual base salary of $ 250,000 698,830 698,830 165,378 ten years 0.50 On September 9, 2021, the Board of Directors approved a modified Employment Agreement for Mr. Bingol which was subsequently signed on October 1, 2021. The modification resulted in changing Mr. Bingol’s position from CEO to President and in reducing Mr. Bingol’s base salary from $ 250,000 150,000 300,000 0.50 398,830 three years 0.50 9,155 On February 24, 2022, Mr. Bingol entered into a separation agreement whereby he will terminate his employment effective April 15, 2022. He received no severance payment and there were no disagreements between he or the Company. A total of 300,000 398,830 94,101 Consulting Agreement On May 1, 2021, the Company entered into a consulting agreement with a related party to provide advisory services to the Company. The consulting agreement terminates July 23, 2023, as amended. Under this consulting agreement, the related party will be entitled to a monthly consulting fee of $ 10,000 300,000 200,000 50,000 50,000 250,000 125,000 50,000 25,000 On January 27, 2022 the Company hired an engineering consultant to assist in completing the design history file, updating new software, system design, pre 510(k) preparation, and testing of the SOLACE device. This work is expected to be completed by the end of September 2022 and the cost of the contract is $ 77,850 Financing Engagement Agreement On August 2, 2022 the Company entered into an Engagement Agreement with CIM Securities (“CIM”) in connection with a best efforts REG D 506c general solicitation equity offering of up to $ 4 8 CIM shall receive a cash fee equal to 7% and an additional 3% to outside placement agents of the gross proceeds from the sale of Shares by the Placement Agent, and a five-year warrant to purchase for $1.00 per share of Common Stock, exercisable on a cashless basis, that number of shares of Common Stock that is equal to 7% of the number of Shares sold by the Placement Agent. Shares may be purchased by (a) registered broker-dealers, including the Placement Agent and other selling agents, which persons will receive commission, fees, warrants and/or other compensation from such sales and (b) officers, directors, employees and affiliates of the Company, which persons may not receive cash fees or other compensation, or gain based on the success of the Offering |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after September 30, 2022 up through the date the consolidated 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 September 30, 2022 except for the following: On October 3, 2022, the Company entered into an Independent Contractor Services Agreement (“Agreement”) with a third party to provide professional services to the Company. The Agreement terminates January 3, 2023. Under this Agreement, the contractor will be entitled to a monthly consulting fee of $ 6,000 36,000 18,000 36,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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: common stock valuation, amortization of intangible assets, depreciation of property and equipment, 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 |
Related Parties | Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. |
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. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company does not have a liability for unrecognized income tax benefits. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing expenses are recorded as marketing expenses when they are incurred. The Company had no advertising and marketing expense for the three and nine months ended September 30, 2022 and 2021, respectively. |
Research and Development | Research and Development All research and development costs are expensed as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with ASC 730, Research and Development 0 and $ 53,260 , and $ 121,934 and $ 375,833 107,419 322,258 0 With respect to the current status of the patent, there has been no movement during the quarter ended September 30, 2022 and till date. The Company has a disagreement with the specific vendor and the project relating to collection of data, testing and filing the patent application has been kept on hold. The Company and the vendor is trying to resolve this disagreement, about achieving a particular milestone, which they expect to be completed later in November 2022, it is status quo since June 30, 2022. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consisted of professional service fees, and other general and administrative overhead costs. Expenses are recognized when incurred. |
Deposits | Deposits Deposits consist of amounts paid to a vendor in advance to manufacture pain treatment products. Deposits as of September 30, 2022 and December 31, 2021 were $ 54,000 54,000 |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of intellectual property licensing costs. The intangible assets are being amortized on a straight-line basis through the end of the licensing agreement of April 2022, however, based on the Company’s analysis of the Solace medical device, the Company recorded an impairment of intangible assets of $ 143,226 |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company periodically evaluates 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. The Company’s 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 the Company’s assumptions and estimates, or the assumptions and estimates change due to new information, the Company may be exposed to an impairment charge in the future. Based on the Company’s analysis of the Solace medical device, as of December 31, 2021, the Company reassessed the value of the Preliminary License Agreement with LCMD. Related to this assessment, management determined that the intellectual property used in the Solace device is different from the intellectual property in the Preliminary License Agreement with LCMD. Therefore, the Company recorded an impairment of intangible assets of $ 143,226 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2022, there were no financial instruments requiring fair value. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value are measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels. |
Basic and diluted earnings per share | Basic and diluted earnings per share The computation of net profit (loss) per share included in the Statements of Operations, represents the net profit (loss) per share that would have been reported had the Company been subject to ASC 260, “Earnings Per Share as a corporation for all periods presented. 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. Potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period. There were 1,610,000 1,610,000 1,218,830 1,218,830 |
Employee Stock Based Compensation | Employee Stock Based Compensation Stock based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock based compensation issued to employees , |
Non-Employee Stock Based Compensation | Non-Employee Stock Based Compensation Issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates. |
Non-Cash Equity Transactions | Non-Cash Equity Transactions Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock. |
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 not exposed to credit risk. Seasonality The business is not subject to substantial seasonal fluctuations. Major Suppliers The Company has not entered into any contracts that obligate it to purchase a minimum quantity or exclusively from any supplier. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. In 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 unaudited condensed consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following as of: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, December 31, Estimated Life 2022 2021 Tooling 5 $ 82,530 $ 82,530 Computer Equipment 3 1,787 1,787 Accumulated depreciation (40,783 ) (27,957 ) Total $ 43,534 $ 56,360 |
INTELLECTUAL PROPERTY LICENSE_2
INTELLECTUAL PROPERTY LICENSE AGREEMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consisted of the following as of: SCHEDULE OF INTANGIBLE ASSETS Estimated life September 30, December 31, License Agreement 31 $ - $ 1,110,000 Accumulated amortization - (966,774 ) Impairment of license agreement - (143,266 ) Intangible assets net $ - $ - |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SUMMARY OF WARRANTS OUTSTANDING | The following represents a summary of the warrants outstanding at September 30 , 2022 SUMMARY OF WARRANTS OUTSTANDING Warrants Weighted Average Exercise Price Weighted Average Contract Life (in Years) Aggregate Intrinsic Value * Outstanding at January 1, 2021 - $ - - $ - Granted 1,098,830 0.50 8.4 769,181 Exercised - - - - Expired/Forfeited - - - - Outstanding at December 31, 2021 1,098,830 $ - - $ 769,181 Granted 790,000 1.10 6.3 - Exercised - - - - Expired/Forfeited (398,830 ) 0.50 - (538,421 ) Outstanding at September 30, 2022 1,490,000 $ 0.82 7.0 $ - Exercisable at September 30, 2022 1,190,000 $ 0.74 7.5 $ - Expected to be vested 1,190,000 $ 0.74 7.5 $ - * Based on the fair value of the Company’s stock on September 30, 2022 and December 31, 2021, respectively |
SUMMARY OF STOCK OPTIONS OUTSTANDING | The following represents a summary of the options outstanding at September 30 , 2022 SUMMARY OF STOCK OPTIONS OUTSTANDING Options Weighted Average Exercise Price Weighted Average Contract Life (in Years) Aggregate Intrinsic Value * Outstanding at January 1, 2021 - $ - - $ - Granted 120,000 0.50 5.2 84,000 Exercised - - - - Expired/Forfeited - - - - Outstanding at December 31, 2021 120,000 $ - - $ 84,000 Granted - - - - Exercised - - - - Expired/Forfeited - - - - Outstanding at September 30, 2022 120,000 $ 0.50 4.5 $ - Exercisable at September 30, 2022 120,000 $ 0.50 4.5 $ - Expected to be vested - $ - - $ - * Based on the fair value of the Company’s stock on September 30, 2022 and December 31, 2021, respectively |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES WERE EXCLUDED FROM CALCULATION OF DILUTED NET LOSS PER SHARE | The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES WERE EXCLUDED FROM CALCULATION OF DILUTED NET LOSS PER SHARE For the Nine Months Ended For the Three Months Ended 2022 2021 2022 2021 Options to purchase shares of common stock 120,000 120,000 120,000 120,000 Warrants to purchase shares of common stock granted on February 14, 2021 to CreoMed, Inc. * 400,000 400,000 400,000 400,000 Warrants to purchase shares of common stock granted on March 16, 2021 to Demir Bingol * 300,000 698,830 300,000 698,830 Warrants to purchase shares of common stock granted on April 1, 2022 to CreoMed, Inc. 400,000 - 400,000 - Warrants to purchase shares of common stock 390,000 - 390,000 - Total potentially dilutive shares 1,610,000 1,218,830 1,610,000 1,218,830 * The Company has cancelled and regranted these warrants to purchase 1,098,830 698,830 400,000 |
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 For the Nine Months Ended For the Three Months Ended 2022 2021 2022 2021 Net loss attributable to the common stockholders $ (732,261 ) $ (1,345,674 ) $ (126,659 ) $ (518,866 ) Basic weighted average outstanding shares of common stock 8,286,104 6,485,492 8,376,907 8,176,200 Dilutive effect of options and warrants - - - - Diluted weighted average common stock and common stock equivalents 8,286,104 6,485,492 8,376,907 8,176,200 Loss per share: Basic and diluted $ (0.09 ) $ (0.21 ) $ (0.02 ) $ (0.06 ) |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) | 3 Months Ended | |||||
Jun. 29, 2021 | Feb. 13, 2018 | May 05, 2011 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Reverse stock split | 1 – 1,000 reverse split | |||||
Common stock, outstanding | 8,439,950 | 8,239,950 | ||||
Recapitalization of Qualis in conjunction with reverse acquisition | ||||||
Parent [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock, outstanding | 396,650 | |||||
Echo Resources LLLP [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock, outstanding | 232,689 | |||||
Donxon [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity ownership percentage | 100% | |||||
Dasen [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity ownership percentage | 100% | |||||
FDSC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity ownership percentage | 70% | |||||
XKT [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity ownership percentage | 100% | |||||
Share Exchange Agreement [Member] | FDH [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock issued during period, shares | 23,716,035 | |||||
Equity ownership percentage | 97.56% | |||||
Share price | $ 0.20 | |||||
Share Exchange Agreement [Member] | MPathix [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock issued during period, shares | 6,988,300 | |||||
Equity ownership percentage | 93.36% | |||||
Share price | $ 0.50 | |||||
Warrants to purchase shares | 1,098,830 | |||||
Warrants issued | 698,830 | |||||
Warrants term | 10 years | |||||
Warrants exercise price | $ 0.50 | |||||
Recapitalization of Qualis in conjunction with reverse acquisition, shares | 496,650 | |||||
Recapitalization of Qualis in conjunction with reverse acquisition | $ 0 | |||||
Recapitalization of Qualis in conjunction with reverse acquisition, rate | 10% | |||||
Share Exchange Agreement [Member] | MPathix [Member] | CreoMed Inc [Member] | Dr Joseph Pergolizzi [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Warrants issued | 400,000 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||||||
Accumulated deficit | $ 3,437,033 | $ 3,437,033 | $ 2,704,772 | ||||||
Working capital | 327,622 | 327,622 | $ 714,055 | ||||||
Net loss | $ 126,659 | $ 510,529 | $ 95,073 | $ 518,866 | $ 622,777 | $ 204,031 | 732,261 | $ 1,345,674 | |
Net cash used in operating activities | $ 456,332 | $ 617,207 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
FDIC cash | $ 250,000 | $ 250,000 | |||
Research and development expense | $ 121,934 | 53,260 | $ 375,833 | ||
Deposits | $ 54,000 | $ 54,000 | $ 54,000 | ||
Impairment of intangible assets | 143,226 | ||||
Impairment of long-lived assets | $ 143,226 | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,610,000 | 1,218,830 | 1,610,000 | 1,218,830 | |
Intellectual Property License Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expense | $ 0 | $ 107,419 | $ 0 | $ 322,258 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (40,783) | $ (27,957) |
Property and equipment, net | $ 43,534 | 56,360 |
Tools, Dies and Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Property and equipment, gross | $ 82,530 | 82,530 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Property and equipment, gross | $ 1,787 | $ 1,787 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 4,275 | $ 4,275 | $ 12,826 | $ 12,677 |
SHORT TERM LOAN (Details Narrat
SHORT TERM LOAN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 20, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Short term loan | $ 62,384 | $ 62,384 | ||
Director and Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Fair value insurance | $ 90,225 | |||
Interest percentage | 8.83% | |||
Loans monthly payments | $ 10,397 | |||
Repayments of loans | 31,192 | 31,192 | ||
Short term loan | $ 62,384 | 62,384 | ||
Repayments of Related Party Debt | $ 62,384 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 31 months | |
Accumulated amortization | $ (966,774) | |
Impairment of license agreement | (143,266) | |
Intangible assets net | ||
License Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
License Agreement | $ 1,110,000 |
INTELLECTUAL PROPERTY LICENSE_3
INTELLECTUAL PROPERTY LICENSE AGREEMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 03, 2021 | Sep. 09, 2019 | Aug. 28, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Apr. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Impairment of intangible assets | $ 143,226 | ||||||||
Amortization expense | $ 0 | $ 107,419 | $ 0 | $ 322,258 | |||||
M Pathix Health Inc [Member] | Intellectual Property [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Impairment of intangible assets | $ 143,226 | ||||||||
LCMD [Member] | Marchitto Entities [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Settlement amount to other party | $ 2,400,000 | ||||||||
Preliminary License Agreement [Member] | M Pathix Health Inc [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Stock issued during period, shares | 2,000,000 | ||||||||
Preliminary License Agreement [Member] | M Pathix Health Inc [Member] | LCMD [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Stock issued during period, shares | 1,878,955 | ||||||||
Royalty expense | $ 110,000 | ||||||||
Royalty payment percentage | 6% | ||||||||
Preliminary License Agreement [Member] | M Pathix Health Inc [Member] | Affiliate of LCMD [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Stock issued during period, shares | 121,045 | ||||||||
Licensing Agreement [Member] | MPathix [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Intangible asset | $ 1,110,000 |
SUMMARY OF WARRANTS OUTSTANDING
SUMMARY OF WARRANTS OUTSTANDING (Details) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants Outstanding, Beginning balance | 1,098,830 | ||
Weighted Average Exercise Price Outstanding, Beginning balance | |||
Aggregate Intrinsic Value, Beginning balance | [1] | $ 769,181 | |
Warrants, Granted | 790,000 | 1,098,830 | |
Weighted Average Exercise Price, Granted | $ 1.10 | $ 0.50 | |
Weighted Average Contractual Term (in Years), Granted | 6 years 3 months 18 days | 8 years 4 months 24 days | |
Aggregate Intrinsic Value, Granted | [1] | $ 769,181 | |
Warrants, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Aggregate Intrinsic Value, Exercised | [1] | ||
Warrants, Expired/Forfeited | (398,830) | ||
Weighted Average Exercise Price, Expired/Forfeited | $ 0.50 | ||
Average Intrinsic Value, Expired/Forfeited | [1] | $ (538,421) | |
Warrants Outstanding, Ending balance | 1,490,000 | 1,098,830 | |
Weighted Average Exercise Price Outstanding, Ending balance | $ 0.82 | ||
Weighted Average Contractual Term (in Years), Outstanding | 7 years | ||
Aggregate Intrinsic Value, Ending balance | [1] | $ 769,181 | |
Warrants, Exercisable | 1,190,000 | ||
Weighted Average Exercise Price Outstanding, Exercisable | $ 0.74 | ||
Weighted Average Contractual Term (in Years), Exercisable | 7 years 6 months | ||
Average Intrinsic Value, Exercisable | [1] | ||
Warrants, Expected to be vested | 1,190,000 | ||
Weighted Average Exercise Price Outstanding, Expected to be vested | $ 0.74 | ||
Weighted Average Contractual Term (in Years), Expected to be vested | 7 years 6 months | ||
Average Intrinsic Value, Expected to be vested | [1] | ||
[1]Based on the fair value of the Company’s stock on September 30, 2022 and December 31, 2021, respectively |
SUMMARY OF STOCK OPTIONS OUTSTA
SUMMARY OF STOCK OPTIONS OUTSTANDING (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | ||
Equity [Abstract] | |||
Options outstanding, Beginning balance | 120,000 | ||
Options, Weighted Average Exercise Price, Beginning balance | |||
Options, Aggregate Intrinsic Value, Beginning balance | [1] | $ 84,000 | |
Options, Granted | 120,000 | ||
Options, Weighted Average Exercise Price, Granted | $ 0.50 | ||
Options, Weighted Average Contractual Term (in Years), Granted | 5 years 2 months 12 days | ||
Options, Aggregate Intrinsic Value, Granted | [1] | $ 84,000 | |
Options, Exercised | |||
Options, Weighted Average Exercise Price, Exercised | |||
Options, Expired/Forfeited | |||
Options, Weighted Average Exercise Price, Expired/Forfeited | |||
Options outstanding, Ending balance | 120,000 | 120,000 | |
Options, Weighted Average Exercise Price, Ending balance | $ 0.50 | ||
Options, Weighted Average Contractual Term (in Years), Outstanding | 4 years 6 months | ||
Options, Aggregate Intrinsic Value, Ending balance | [1] | $ 84,000 | |
Options, Exercisable | 120,000 | ||
Options, Weighted Average Exercise Price, Exercisable | $ 0.50 | ||
Options, Weighted Average Contractual Term (in Years), Exercisable | 4 years 6 months | ||
Options, Aggregate Intrinsic Value, Exercisable | [1] | ||
Options, Expected to be vested | |||
Options, Weighted Average Exercise Price, Expected to be vested | |||
Options, Aggregate Intrinsic Value, Expected to be vested | [1] | ||
[1]Based on the fair value of the Company’s stock on September 30, 2022 and December 31, 2021, respectively |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Sep. 01, 2022 | Aug. 01, 2022 | Jul. 20, 2022 | Apr. 15, 2022 | Mar. 29, 2022 | Feb. 01, 2022 | Oct. 01, 2021 | Jun. 29, 2021 | Jun. 07, 2021 | Mar. 16, 2021 | Feb. 14, 2021 | Feb. 11, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | [1] | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||||||||||||||
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 | 750,000,000 | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Common stock, shares outstanding | 8,439,950 | 8,439,950 | 8,239,950 | |||||||||||||||||||
Shares issued for services, value | $ 125,000 | $ 100,000 | $ 15,000 | |||||||||||||||||||
Issuance of common stock | $ 100,000 | 150,000 | $ 1,000,000 | |||||||||||||||||||
Recapitalization of Qualis in conjunction with reverse acquisition | ||||||||||||||||||||||
Value of warrants granted | $ 2,500 | |||||||||||||||||||||
Options granted | 120,000 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrants granted | 790,000 | 1,098,830 | ||||||||||||||||||||
Board Of Directors [Member] | Restricted Stock [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Issuance of restricted common stock, shares | 30,000 | |||||||||||||||||||||
Issuance of restricted common stock | $ 15,000 | |||||||||||||||||||||
Ahmet Demir Bingol [Member] | Warrant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of common stock for purchase | 698,830 | |||||||||||||||||||||
Warrants term | 10 years | |||||||||||||||||||||
Warrants exercise price | $ 0.50 | |||||||||||||||||||||
Warrants granted | 698,830 | |||||||||||||||||||||
Value of warrants granted | $ 165,378 | |||||||||||||||||||||
Unvested warrants expired | 398,830 | |||||||||||||||||||||
Warrants modification expense | $ 94,101 | |||||||||||||||||||||
Ahmet Demir Bingol [Member] | Warrant [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrants exercise price | $ 0.50 | |||||||||||||||||||||
Warrants granted | 300,000 | 300,000 | ||||||||||||||||||||
Ahmet Demir Bingol [Member] | Warrant [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrants exercise price | $ 0.50 | |||||||||||||||||||||
Warrants granted | 398,830 | |||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||||
Loss on modification | $ 9,155 | |||||||||||||||||||||
Third Party [Member] | Warrant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of common stock for purchase | 30,000 | |||||||||||||||||||||
Warrants term | 3 years | |||||||||||||||||||||
Warrants exercise price | $ 1 | |||||||||||||||||||||
Warrants granted | 30,000 | |||||||||||||||||||||
Value of warrants granted | $ 13,547 | |||||||||||||||||||||
CreoMed Inc [Member] | Dr Joseph Pergolizzi [Member] | Warrant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of common stock for purchase | 400,000 | |||||||||||||||||||||
Warrants term | 10 years | 7 years | ||||||||||||||||||||
Warrants exercise price | $ 1.10 | $ 0.50 | ||||||||||||||||||||
Warrants granted | 400,000 | 400,000 | ||||||||||||||||||||
Value of warrants granted | $ 290,276 | $ 109,512 | ||||||||||||||||||||
Share Exchange Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrants to purchase shares | 1,098,830 | |||||||||||||||||||||
Warrants term | 10 years | |||||||||||||||||||||
Warrants exercise price | $ 0.50 | |||||||||||||||||||||
Share Exchange Agreement [Member] | Ahmet Demir Bingol [Member] | Warrant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of common stock for purchase | 698,830 | |||||||||||||||||||||
Share Exchange Agreement [Member] | CreoMed Inc [Member] | Warrant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Warrants to purchase shares | 400,000 | |||||||||||||||||||||
Share Exchange Agreement [Member] | CreoMed Inc [Member] | Dr Joseph Pergolizzi [Member] | Warrant [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of common stock for purchase | 400,000 | |||||||||||||||||||||
Share Exchange Agreement [Member] | MPathix [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Issuance of common stock, shares | 6,988,300 | |||||||||||||||||||||
Equity ownership percentage | 93.36% | |||||||||||||||||||||
Share price | $ 0.50 | |||||||||||||||||||||
Warrants to purchase shares | 1,098,830 | |||||||||||||||||||||
Number of common stock for purchase | 698,830 | |||||||||||||||||||||
Warrants term | 10 years | |||||||||||||||||||||
Warrants exercise price | $ 0.50 | |||||||||||||||||||||
Recapitalization of Qualis in conjunction with reverse acquisition, rate | 10% | |||||||||||||||||||||
Recapitalization of Qualis in conjunction with reverse acquisition, shares | 496,650 | |||||||||||||||||||||
Recapitalization of Qualis in conjunction with reverse acquisition | $ 0 | |||||||||||||||||||||
Share Exchange Agreement [Member] | MPathix [Member] | CreoMed Inc [Member] | Dr Joseph Pergolizzi [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Number of common stock for purchase | 400,000 | |||||||||||||||||||||
Affiliate [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Shares issued for services, shares | 200,000 | |||||||||||||||||||||
Shares issued for services, value | $ 100,000 | |||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Shares issued for services, shares | 250,000 | 250,000 | ||||||||||||||||||||
Shares issued for services, value | $ 125,000 | |||||||||||||||||||||
Issuance of common stock, shares | 200,000 | |||||||||||||||||||||
Issuance of common stock | $ 100,000 | |||||||||||||||||||||
Third Party [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Shares issued for services, shares | 5,000 | |||||||||||||||||||||
Shares issued for services, value | $ 2,500 | |||||||||||||||||||||
Issuance of common stock, shares | 2,000,000 | 300,000 | ||||||||||||||||||||
Issuance of common stock | $ 1,000,000 | $ 150,000 | ||||||||||||||||||||
Number of common stock for purchase | 300,000 | 60,000 | ||||||||||||||||||||
Warrants granted | 300,000 | 60,000 | ||||||||||||||||||||
Value of options granted | $ 60,916 | $ 7,632 | $ 5,024 | $ 25,077 | ||||||||||||||||||
Options exercisable period | four years | three years | ||||||||||||||||||||
Share exercise price | $ 1.10 | $ 1.10 | $ 0.50 | $ 0.50 | ||||||||||||||||||
Options granted | 20,000 | 100,000 | ||||||||||||||||||||
Number of common stock available for purchase | 20,000 | 100,000 | ||||||||||||||||||||
Third Party [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Vesting period | 6 months | 6 months | 6 months | |||||||||||||||||||
Options exercisable period | five years | five years | ||||||||||||||||||||
Vesting percentage | 50% | 50% | 50% | |||||||||||||||||||
Third Party [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Vesting period | 12 months | 12 months | 12 months | |||||||||||||||||||
Vesting percentage | 50% | 50% | 50% | |||||||||||||||||||
Echo Resources LLP [Member] | Share Exchange Agreement [Member] | ||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||
Issuance of common stock, shares | 900,000 | |||||||||||||||||||||
[1]Total common stock of 6,988,300 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES WERE EXCLUDED FROM CALCULATION OF DILUTED NET LOSS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 1,610,000 | 1,218,830 | 1,610,000 | 1,218,830 | |
Options to Purchase Shares of Common Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 120,000 | 120,000 | 120,000 | 120,000 | |
Warrants to Purchase Shares of Common Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 390,000 | 390,000 | |||
Warrants to Purchase Shares of Common Stock [Member] | CreoMed Inc [Member] | February 14, 2021 [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | [1] | 400,000 | 400,000 | 400,000 | 400,000 |
Warrants to Purchase Shares of Common Stock [Member] | CreoMed Inc [Member] | April 1, 2022 [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 400,000 | 400,000 | |||
Warrants to Purchase Shares of Common Stock [Member] | Ahmet Demir Bingol [Member] | March 16, 2021 [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | [1] | 300,000 | 698,830 | 300,000 | 698,830 |
[1]The Company has cancelled and regranted these warrants to purchase 1,098,830 698,830 400,000 |
SCHEDULE OF POTENTIALLY DILUT_2
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES WERE EXCLUDED FROM CALCULATION OF DILUTED NET LOSS PER SHARE (Details) (Parenthetical) - Share Exchange Agreement [Member] - Warrant [Member] | Jun. 29, 2021 shares |
Warrants to purchase shares | 1,098,830 |
CreoMed Inc [Member] | |
Warrants to purchase shares | 400,000 |
Mr. Bingol [Member] | |
Warrants to purchase shares | 698,830 |
SCHEDULE OF COMPUTATION OF BASI
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET INCOME PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||||
Net loss attributable to the common stockholders | $ (126,659) | $ (510,529) | $ (95,073) | $ (518,866) | $ (622,777) | $ (204,031) | $ (732,261) | $ (1,345,674) |
Basic weighted average outstanding shares of common stock | 8,376,907 | 8,176,200 | 8,286,104 | 6,485,492 | ||||
Dilutive effect of options and warrants | ||||||||
Diluted weighted average common stock and common stock equivalents | 8,376,907 | 8,176,200 | 8,286,104 | 6,485,492 | ||||
Loss per share: | ||||||||
Basic and diluted | $ (0.02) | $ (0.06) | $ (0.09) | $ (0.21) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Aug. 02, 2022 | Apr. 15, 2022 | Oct. 01, 2021 | Jun. 03, 2021 | May 01, 2021 | Mar. 16, 2021 | Sep. 09, 2019 | Aug. 28, 2019 | Jul. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Apr. 30, 2022 | Jan. 27, 2022 | Jun. 01, 2021 | |
Product Liability Contingency [Line Items] | ||||||||||||||||
Impairment of intangible assets | $ 143,226 | |||||||||||||||
Value of warrants granted | $ 2,500 | |||||||||||||||
Common stock fair value | $ 8,440 | $ 8,240 | ||||||||||||||
SOLACE Device [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Cost of contract | $ 77,850 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Warrants granted | 790,000 | 1,098,830 | ||||||||||||||
Ahmet Demir Bingol [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Annual base salary | $ 150,000 | $ 250,000 | ||||||||||||||
Ahmet Demir Bingol [Member] | Warrant [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Warrants granted | 698,830 | |||||||||||||||
Value of warrants granted | $ 165,378 | |||||||||||||||
Warrants exercisable term | 10 years | |||||||||||||||
Warrants exercise price | $ 0.50 | |||||||||||||||
Unvested warrants expired | 398,830 | |||||||||||||||
Warrants modification expense | $ 94,101 | |||||||||||||||
Ahmet Demir Bingol [Member] | Warrant [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Warrants granted | 300,000 | 300,000 | ||||||||||||||
Warrants exercise price | $ 0.50 | |||||||||||||||
Ahmet Demir Bingol [Member] | Warrant [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Warrants granted | 398,830 | |||||||||||||||
Warrants exercise price | $ 0.50 | |||||||||||||||
Vesting period | 3 years | |||||||||||||||
Loss on modification | $ 9,155 | |||||||||||||||
2021 Plan [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Common stock reserved for issuance | 1,000,000 | |||||||||||||||
Related Party [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Issuance of common stock for cash, shares | 200,000 | |||||||||||||||
Consulting fee | $ 10,000 | |||||||||||||||
Common stock to be issued | 300,000 | |||||||||||||||
Common stock to be issued in reverse acquisition transaction | 200,000 | |||||||||||||||
Common stock issued for services, shares | 250,000 | 250,000 | ||||||||||||||
Common stock fair value | $ 125,000 | |||||||||||||||
Related Party [Member] | Two Medical Devices [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Common stock to be issued | 50,000 | |||||||||||||||
Related Party [Member] | Ten Medical Devices [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Common stock to be issued | 50,000 | |||||||||||||||
Related Party [Member] | Eight Medical Devices [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Common stock to be issued | 50,000 | |||||||||||||||
Value of common stock to be issued | $ 25,000 | |||||||||||||||
M Pathix Health Inc [Member] | Intellectual Property [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Impairment of intangible assets | $ 143,226 | |||||||||||||||
LCMD [Member] | Marchitto Entities [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Settlement amount to other party | $ 2,400,000 | |||||||||||||||
CIM Securities [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Proceeds from equity offering | $ 4,000,000 | |||||||||||||||
Convertible note interest rate | 8% | |||||||||||||||
Financing agreement description | CIM shall receive a cash fee equal to 7% and an additional 3% to outside placement agents of the gross proceeds from the sale of Shares by the Placement Agent, and a five-year warrant to purchase for $1.00 per share of Common Stock, exercisable on a cashless basis, that number of shares of Common Stock that is equal to 7% of the number of Shares sold by the Placement Agent. Shares may be purchased by (a) registered broker-dealers, including the Placement Agent and other selling agents, which persons will receive commission, fees, warrants and/or other compensation from such sales and (b) officers, directors, employees and affiliates of the Company, which persons may not receive cash fees or other compensation, or gain based on the success of the Offering | |||||||||||||||
Preliminary License Agreement [Member] | M Pathix Health Inc [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Issuance of common stock for cash, shares | 2,000,000 | |||||||||||||||
Preliminary License Agreement [Member] | M Pathix Health Inc [Member] | LCMD [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Issuance of common stock for cash, shares | 1,878,955 | |||||||||||||||
Payment for royalty | $ 110,000 | |||||||||||||||
Royalty payment percentage | 6% | |||||||||||||||
Preliminary License Agreement [Member] | M Pathix Health Inc [Member] | Affiliate of LCMD [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Issuance of common stock for cash, shares | 121,045 | |||||||||||||||
Intellectual Property License Agreement [Member] | ||||||||||||||||
Product Liability Contingency [Line Items] | ||||||||||||||||
Intangible asset | $ 1,110,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Oct. 03, 2022 | Nov. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | [1] | |
Subsequent Event [Line Items] | ||||||
Number of common stock for services, value | $ 125,000 | $ 100,000 | $ 15,000 | |||
Independent Contractor Services Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Consulting fee | $ 6,000 | |||||
Issuance of common stock for services - related parties, shares | 36,000 | 36,000 | ||||
Number of common stock for services, value | $ 18,000 | |||||
[1]Total common stock of 6,988,300 |