Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-17119 | |
Entity Registrant Name | QUANTRX BIOMEDICAL CORPORATION | |
Entity Central Index Key | 0000820608 | |
Entity Tax Identification Number | 33-0202574 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 10190 SW 90th Avenue | |
Entity Address, City or Town | Tualatin | |
Entity Address, State or Province | OR | |
Entity Address, Postal Zip Code | 97062 | |
City Area Code | 212 | |
Local Phone Number | 980-2235 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 78,696,461 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 5,920 | $ 5,950 |
Total Current Assets | 5,920 | 5,950 |
Total Assets | 5,920 | 5,950 |
Current Liabilities: | ||
Accounts payable | 13,795 | 10,219 |
Notes Payable | 1,387,694 | 1,387,694 |
Notes Payable, accrued interest | 1,117,726 | 1,067,644 |
Notes Payable, related party and accrued interest | 185,289 | 181,490 |
Total Liabilities | 2,704,504 | 2,647,047 |
Commitments and Contingencies | ||
Stockholders’ Equity (Deficit): | ||
Preferred stock; $0.01 par value, 25,000,000 authorized shares; 20,500,000 shares designated as Series B Convertible Preferred Stock; Series B Convertible Preferred shares 6,196,893 issued and outstanding | 61,969 | 61,969 |
Common stock; $0.01 par value; 150,000,000 authorized; 78,696,461 shares issued and outstanding | 786,964 | 786,964 |
Stock to be issued | 8,600 | 8,600 |
Additional paid-in capital | 48,876,398 | 48,876,398 |
Accumulated deficit | (52,432,515) | (52,375,028) |
Total Stockholders’ Equity (Deficit) | (2,698,584) | (2,641,097) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 5,920 | $ 5,950 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 78,696,461 | 78,696,461 |
Common stock, shares outstanding | 78,696,461 | 78,696,461 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20,500,000 | 20,500,000 |
Preferred stock, shares issued | 6,196,893 | 6,196,893 |
Preferred stock, shares outstanding | 6,196,893 | 6,196,893 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Costs and Operating Expense: | ||
Sales, general and administrative | $ 3,606 | $ 3,547 |
Professional fees | 1,500 | |
Total Costs and Operating Expenses | 3,606 | 5,047 |
LOSS FROM OPERATIONS: | (3,606) | (5,047) |
Other Income (Expense): | ||
Interest Expense | (53,881) | (53,951) |
Total Other Income (Expense), net | (53,881) | (53,951) |
Profit (Loss) Before Taxes | (57,487) | (58,998) |
Provision for Income Taxes | ||
Net Profit (Loss) | $ (57,487) | $ (58,998) |
Basic and Diluted Net Loss per Common Share | $ 0 | $ 0 |
Basic and Diluted Weighted Average Shares Used in per Share Calculation | 78,696,461 | 78,696,461 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (57,487) | $ (58,998) |
Increase (Decrease) in: | ||
Accounts Payable | 3,576 | (1,886) |
Accrued interest | 53,881 | 53,951 |
Net Cash Used by Operating Activities | (30) | (6,933) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net Cash Provided by Investing Activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net Cash Provided (Used) by Financing Activities | ||
Net Decrease in Cash and Cash Equivalents | (30) | (6,933) |
Cash and Cash Equivalents, Beginning of Period | 5,950 | 55,428 |
Cash and Cash Equivalents, End of Period | 5,920 | 48,495 |
Supplemental Cash Flow Disclosures: | ||
Interest expense paid in cash | ||
Income tax paid |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock to be Issued [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 61,969 | $ 786,964 | $ 48,876,398 | $ 8,600 | $ (52,114,986) | $ (2,381,055) |
Beginning balance, shares at Dec. 31, 2020 | 6,196,893 | 78,696,461 | ||||
Net loss | (58,998) | (58,998) | ||||
Ending balance, value at Mar. 31, 2021 | $ 61,969 | $ 786,964 | 48,876,398 | 8,600 | (52,173,984) | (2,440,053) |
Ending balance, shares at Mar. 31, 2021 | 6,196,893 | 78,696,461 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 61,969 | $ 786,964 | 48,876,398 | 8,600 | (52,375,028) | (2,641,097) |
Beginning balance, shares at Dec. 31, 2021 | 6,196,893 | 78,696,461 | ||||
Net loss | (57,487) | (57,487) | ||||
Ending balance, value at Mar. 31, 2022 | $ 61,969 | $ 786,964 | $ 48,876,398 | $ 8,600 | $ (52,432,515) | $ (2,698,584) |
Ending balance, shares at Mar. 31, 2022 | 6,196,893 | 78,696,461 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Overview As used in this Quarterly Report on Form 10-Q, the terms “ Company we our us QuantRx Company December 5, 1986 Nevada We have developed and intend to commercialize our patented miniform pads (“ PADs TM , and OEM branded over-the-counter and laboratory testing products based on our core intellectual property related to our PAD technology. The continuation of our operations remains contingent upon the receipt of additional financing required to execute our business and operating plan, which is currently focused on the commercialization of our PAD technology either directly or through a joint venture or other relationship intended to increase shareholder value. In the interim, we have nominal operations, focused principally on maintaining our intellectual property portfolio and maintaining compliance with the public company reporting requirements. In order to continue as a going concern, we will need to raise capital, which may include through the issuance of debt and/or equity securities. No assurances can be given that we will be able to obtain additional financing under terms favorable to us, if at all, or otherwise successfully develop a business and operating plan or enter into an alternative relationship to commercialize our PAD technology. Our principal business line consists of over-the-counter commercialization of our InSync feminine hygienic interlabial pad, the Unique® Miniform for hemorrhoid application, and other treated miniforms (the “ OTC Business Diagnostic Business Our current focus is to obtain additional working capital necessary to continue as a going concern, and to develop a longer term financing and operating plan to: (i) commercialize our over-the-counter products either directly or through joint ventures, mergers or similar transactions intended to capitalize on potential commercial opportunities; (ii) contract manufacturing of our over-the-counter products to third parties while maintaining control over the manufacturing process; (iii) maintain our intellectual property portfolio with respect to patents and licenses pertaining to both the OTC Business and the Diagnostics Business; and (iv) maximize the value of our investments in non-core assets. As a result of our current financial condition, however, our efforts in the short-term will be focused on obtaining financing necessary to maintain the Company as a going concern. We follow the accounting guidance outlined in the Financial Accounting Standards Board (“FASB”) Codification guidelines. The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted principles for interim financial information and with the items under Regulation S-X required by the instructions to Form 10-Q. They may not include all information and footnotes required by United States Generally Accepted Accounting Principles (“ GAAP Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported losses, total assets or stockholders’ equity. |
MANAGEMENT STATEMENT REGARDING
MANAGEMENT STATEMENT REGARDING GOING CONCERN | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
MANAGEMENT STATEMENT REGARDING GOING CONCERN | 2. MANAGEMENT STATEMENT REGARDING GOING CONCERN We currently are not generating revenue from operations, and do not anticipate generating meaningful revenue from operations or otherwise in the short-term. We have historically financed our operations primarily through issuances of equity and the proceeds from the issuance of promissory notes. In the past, we also provided for our cash needs by issuing our common stock, par value $ 0.01 Our history of operating losses, limited cash resources and the absence of an operating plan necessary to capitalize on our assets raise substantial doubt about our ability to continue as a going concern absent a strengthening of our cash position. Management is currently pursuing various funding options, including seeking debt or equity financing, licensing opportunities and the sale of certain investment holdings, as well as a strategic, merger or other transaction to obtain additional funding to continue the development of, and to successfully commercialize, our products. There can be no assurance that the Company will be successful in its efforts. Should we be unable to obtain adequate financing or generate sufficient revenue in the future, the Company’s business, result of operations, liquidity and financial condition would be materially and adversely harmed, and we will be unable to continue as a going concern. There can be no assurance that, assuming we are able to strengthen its cash position, we will achieve sufficient revenue or profitable operations to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements. Accounting for Share-Based Payments no In June 2018, the FASB issued Accounting Standards Update (“ ASU Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” 2018-07 In the case of modifications, the Black-Scholes model is used to value modified warrants on the modification date by applying the revised assumptions. The difference between the fair value of the warrants prior to the modification and after the modification determines the incremental value. In the past, the Company has modified warrants in connection with the issuance of certain notes and note extensions. These modified warrants were originally issued in connection with previous private placement investments. In the case of debt issuances, the warrants were accounted for as original issuance discount based on their relative fair values. When modified in connection with a note issuance, the Company recognizes the incremental value as a part of the debt discount calculation, using its relative fair value in accordance with ASC Topic 470-20, “ Debt with Conversion and Other Options The fair value of each share-based payment is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year. During the three months ended March 31, 2022 and 2021, the Company did not make any Black-Scholes model assumptions, as no share-based payments were made during those periods. Risk-Free Interest Rate. Expected Volatility. Dividend Yield. 0% Expected Term. Pre-Vesting Forfeitures. Earnings per Share Earnings Per Share Topic 260 Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. For the three months ended March 31, 2022 and the three months ended March 31, 2021, b asic and diluted earnings per share were the same at the reporting dates of the accompanying financial statements, as including common stock equivalents in the calculation of diluted earnings per share would have been antidilutive. As of March 31, 2022 and at March 31, 2021, the Company had outstanding warrants exercisable for 15,000,000 0.01 Preferred Stock 6,196,893 860,000 0.01 Series B Preferred 860,000 20.0 Fair Value Fair Value Measurements and Disclosures Use of Estimates Reclassifications Recent Accounting Pronouncements Management has considered all recent accounting pronouncements in the current period and identified no pronouncements that would have an impact on our financial statements. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 4. CONVERTIBLE NOTES PAYABLE During the years 2014 to 2017, the Company issued a series of Bridge Notes (the “ Bridge Notes 1,489,694 12 18 At March 31, 2022 and December 31, 2021, the Company’s Convertible Notes Payable are as follows: SCHEDULE OF CONVERTIBLE NOTES PAYABLE March 31, 2022 December 31, 2021 Notes Payable $ 1,387,694 $ 1,387,694 Accrued Interest $ 1,117,726 $ 1,067,644 Notes Payable, related party $ 102,000 $ 102,000 Accrued Interest, related Party $ 83,289 $ 79,490 Total Notes Payable $ 2,690,709 $ 2,636,828 Notes Payable, Related Party. As of March 31, 2022 and December 31, 2021, the Company owed Mr. Abrams, a director of the Company, an aggregate total of $ 185,289 181,490 12 18 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS In November 2018, the Company authorized payment of $ 3,500 3,500 As of March 31, 2022 and December 31, 2021, the Company owed Mr. Abrams, a director of the Company, an aggregate total of $ 185,289 181,490 |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
PREFERRED STOCK | 6. PREFERRED STOCK The Company has authorized 25,000,000 20,500,000 204,000 Series B Preferred Series B Convertible Preferred Stock The Series B Preferred ranks senior to the Company’s Common Stock for purposes of liquidation preference, and to all other classes and series of equity securities of the Company that by their terms did not rank senior to the Series B Preferred (“ Junior Stock the Company’s Common Stock at a 1:1 conversion rate In July and August, 2017, the Company entered into Note Purchase Agreements with two existing stockholders, pursuant to which the Company issued certain Bridge Notes (the “ 2017 Bridge Notes 86,000 860,000 7,818 In April 2018, the Company completed the purchase of 10,480,049 20,000 As of March 31, 2022 and December 31, 2021, the Company had 6,196,893 61,969 6,196,893 |
COMMON STOCK, OPTIONS AND WARRA
COMMON STOCK, OPTIONS AND WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
COMMON STOCK, OPTIONS AND WARRANTS | 7. COMMON STOCK, OPTIONS AND WARRANTS The Company has authorized 150,000,000 78,696,461 During the three months ended March 31, 2022 and March 31, 2021, there were no warrants issued by the Company. As of March 31, 2022, the Company has one warrant issued and outstanding, this warrant was issued in December 2018 to Preprogen’s designee to purchase up to 15.0 0.05 December 14, 2022 2007 Incentive and Non-Qualified Stock Option Plan. The Company did not issue any options during the three months ended March 31, 2022 or 2021. As of March 31, 2022, the Company has no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS On April 12, 2022, the Company received a shareholder loan in the amount of $ 25,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Accounting for Share-Based Payments | Accounting for Share-Based Payments no In June 2018, the FASB issued Accounting Standards Update (“ ASU Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” 2018-07 In the case of modifications, the Black-Scholes model is used to value modified warrants on the modification date by applying the revised assumptions. The difference between the fair value of the warrants prior to the modification and after the modification determines the incremental value. In the past, the Company has modified warrants in connection with the issuance of certain notes and note extensions. These modified warrants were originally issued in connection with previous private placement investments. In the case of debt issuances, the warrants were accounted for as original issuance discount based on their relative fair values. When modified in connection with a note issuance, the Company recognizes the incremental value as a part of the debt discount calculation, using its relative fair value in accordance with ASC Topic 470-20, “ Debt with Conversion and Other Options The fair value of each share-based payment is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year. During the three months ended March 31, 2022 and 2021, the Company did not make any Black-Scholes model assumptions, as no share-based payments were made during those periods. Risk-Free Interest Rate. Expected Volatility. Dividend Yield. 0% Expected Term. Pre-Vesting Forfeitures. |
Earnings per Share | Earnings per Share Earnings Per Share Topic 260 Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. For the three months ended March 31, 2022 and the three months ended March 31, 2021, b asic and diluted earnings per share were the same at the reporting dates of the accompanying financial statements, as including common stock equivalents in the calculation of diluted earnings per share would have been antidilutive. As of March 31, 2022 and at March 31, 2021, the Company had outstanding warrants exercisable for 15,000,000 0.01 Preferred Stock 6,196,893 860,000 0.01 Series B Preferred 860,000 20.0 |
Fair Value | Fair Value Fair Value Measurements and Disclosures |
Use of Estimates | Use of Estimates |
Reclassifications | Reclassifications |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management has considered all recent accounting pronouncements in the current period and identified no pronouncements that would have an impact on our financial statements. |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | At March 31, 2022 and December 31, 2021, the Company’s Convertible Notes Payable are as follows: SCHEDULE OF CONVERTIBLE NOTES PAYABLE March 31, 2022 December 31, 2021 Notes Payable $ 1,387,694 $ 1,387,694 Accrued Interest $ 1,117,726 $ 1,067,644 Notes Payable, related party $ 102,000 $ 102,000 Accrued Interest, related Party $ 83,289 $ 79,490 Total Notes Payable $ 2,690,709 $ 2,636,828 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Date of incorporation | Dec. 5, 1986 |
State of incorporation | NV |
MANAGEMENT STATEMENT REGARDIN_2
MANAGEMENT STATEMENT REGARDING GOING CONCERN (Details Narrative) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share based compensation expenses | $ 0 | $ 0 | |
Share-based payment, dividend rate | 0.00% | ||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | |
Common stock reserved for issuance | 20,000,000 | 20,000,000 | |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | |
Common stock reserved for issuance | 860,000 | 860,000 | |
Warrant [Member] | |||
Outstanding warrants exercisable | 15,000,000 | 15,000,000 | |
Preferred Stock [Member] | |||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | |
Conversion of shares converted | 6,196,893 | 6,196,893 | |
Common Stock [Member] | |||
Conversion of shares converted | 860,000 | 860,000 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Notes Payable | $ 1,387,694 | $ 1,387,694 |
Accrued Interest | 1,117,726 | 1,067,644 |
Notes Payable, related party | 102,000 | 102,000 |
Accrued Interest, related Party | 83,289 | 79,490 |
Total Notes Payable | $ 2,690,709 | $ 2,636,828 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 48 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Notes payable, related party and accrued interest | $ 185,289 | $ 181,490 | |
Mr. Abrams [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable, related party and accrued interest | $ 185,289 | $ 181,490 | |
Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 12.00% | ||
Minimum [Member] | Mr. Abrams [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 12.00% | ||
Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 18.00% | ||
Maximum [Member] | Mr. Abrams [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 18.00% | ||
Date Ranges [Member] | |||
Short-Term Debt [Line Items] | |||
Aggregate principal amount | $ 1,489,694 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 30, 2018 | Mar. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Notes payable, related party and accrued interest | $ 185,289 | $ 181,490 | |
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Officers compensation | $ 3,500 | ||
Director [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Officers compensation | $ 3,500 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2018 | Aug. 31, 2017 | Mar. 31, 2022 | Dec. 31, 2017 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||
Debt conversion, description | the Company’s Common Stock at a 1:1 conversion rate | ||||
Bridge Notes 2017 [Member] | |||||
Class of Stock [Line Items] | |||||
Debt instrument, periodic payment, principal | $ 86,000 | ||||
Preferred stock, capital shares reserved for future issuance | 860,000 | ||||
Amortization of debt discount premium | $ 7,818 | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 20,500,000 | 20,500,000 | |||
Capital units, value | $ 204,000 | ||||
Stock issued shares for purchase of assets | 10,480,049 | ||||
Aggregate purchase price | $ 20,000 | ||||
Preferred stock, shares issued | 6,196,893 | 6,196,893 | |||
Preferred stock, shares outstanding | 6,196,893 | 6,196,893 | |||
Preferred stock, liquidation preference, value | $ 61,969 | $ 61,969 | |||
Preferred stock convertible shares of common stock | 6,196,893 | 6,196,893 |
COMMON STOCK, OPTIONS AND WAR_2
COMMON STOCK, OPTIONS AND WARRANTS (Details Narrative) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Offsetting Assets [Line Items] | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 78,696,461 | 78,696,461 |
Common stock, shares outstanding | 78,696,461 | 78,696,461 |
Warrants to purchase of common stock | 15,000,000 | |
Warrants exercise price per share | $ 0.05 | |
Warrants maturity date | Dec. 14, 2022 | |
Equity Option [Member] | ||
Offsetting Assets [Line Items] | ||
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Apr. 12, 2022USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Proceeds from shareholder loan | $ 25,000 |