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 | 000-22908 | |
Entity Registrant Name | NOVELSTEM INTERNATIONAL CORP. | |
Entity Central Index Key | 0000912544 | |
Entity Tax Identification Number | 65-0385686 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 2255 Glades Road | |
Entity Address, Address Line Two | Suite 221A | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33431 | |
City Area Code | 410 | |
Local Phone Number | 654-3315 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 46,881,475 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 16,892 | $ 8,666 |
Prepaid expenses | 48,940 | 28,316 |
Total current assets | 65,832 | 36,982 |
Investment in Netco Partners | 137,011 | 137,011 |
Investment in NewStem Ltd | 1,828,419 | 2,435,155 |
Total assets | 2,031,262 | 2,609,148 |
Current liabilities: | ||
Accounts payable | 61,460 | 49,777 |
Note payable | 100,000 | |
Accrued expenses | 64,172 | 43,425 |
Total current liabilities | 125,632 | 193,202 |
Long-term note payable, including accrued interest | 168,209 | |
Total liabilities | 293,841 | 193,202 |
Commitments and contingencies (see Note 7) | ||
Shareholders’ equity: | ||
Common stock, $.01 par value, 100,000,000 shares authorized, 50,316,672 shares issued, and 46,881,475 shares outstanding as of September 30, 2022 and December 31, 2021 | 468,815 | 468,815 |
Additional paid-in capital | 290,520,159 | 290,321,665 |
Accumulated deficit | (289,051,799) | (288,174,780) |
Treasury stock, at cost, 3,435,197 shares as of September 30, 2022 and December 31, 2021 | (199,754) | (199,754) |
Total shareholders’ equity | 1,737,421 | 2,415,946 |
Total liabilities and shareholders’ equity | $ 2,031,262 | $ 2,609,148 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 50,316,672 | 50,316,672 |
Common stock, shares outstanding | 46,881,475 | 46,881,475 |
Treasury stock, shares | 3,435,197 | 3,435,197 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
General and administrative expenses | $ 131,060 | $ 60,133 | $ 376,247 | $ 136,047 |
Contra expenses - legal fees and administrative costs (Note 8) | (310,000) | |||
Stock compensation expense | 75,150 | 73,045 | 198,494 | 229,891 |
Total operating expenses | 206,210 | 133,178 | 264,741 | 365,938 |
Loss from operations | (206,210) | (133,178) | (264,741) | (365,938) |
Interest expense | 3,530 | 2,205 | 5,542 | 4,417 |
Loss before income taxes | (209,740) | (135,383) | (270,283) | (370,355) |
Provision for income tax | ||||
Loss before equity in net loss of equity method investees | (209,740) | (135,383) | (270,283) | (370,355) |
Equity in net loss of equity method investees | (85,532) | (196,333) | (606,736) | (365,543) |
Net loss | $ (295,272) | $ (331,716) | $ (877,019) | $ (735,898) |
Basic and diluted net loss per share: | ||||
Net loss per share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Weighted average number of shares outstanding – basic and diluted | 46,881,475 | 43,881,477 | 46,881,475 | 43,881,477 |
Condensed Statements of Shareho
Condensed Statements of Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 438,815 | $ 290,078,899 | $ (286,829,152) | $ (199,754) | $ 3,488,808 |
Beginning balance, shares at Dec. 31, 2020 | 43,881,477 | 3,435,197 | |||
Net income (loss) | (212,593) | (212,593) | |||
Stock option compensation | 83,400 | 83,400 | |||
Ending balance, value at Mar. 31, 2021 | $ 438,815 | 290,162,299 | (287,041,745) | $ (199,754) | 3,359,615 |
Ending balance, shares at Mar. 31, 2021 | 43,881,477 | 3,435,197 | |||
Beginning balance, value at Dec. 31, 2020 | $ 438,815 | 290,078,899 | (286,829,152) | $ (199,754) | 3,488,808 |
Beginning balance, shares at Dec. 31, 2020 | 43,881,477 | 3,435,197 | |||
Net income (loss) | (735,898) | ||||
Ending balance, value at Sep. 30, 2021 | $ 438,815 | 290,308,790 | (287,565,049) | $ (199,754) | 2,982,802 |
Ending balance, shares at Sep. 30, 2021 | 43,881,477 | 3,435,197 | |||
Beginning balance, value at Mar. 31, 2021 | $ 438,815 | 290,162,299 | (287,041,745) | $ (199,754) | 3,359,615 |
Beginning balance, shares at Mar. 31, 2021 | 43,881,477 | 3,435,197 | |||
Net income (loss) | (191,588) | (191,588) | |||
Stock option compensation | 73,446 | 73,446 | |||
Ending balance, value at Jun. 30, 2021 | $ 438,815 | 290,235,745 | (287,233,333) | $ (199,754) | 3,241,473 |
Ending balance, shares at Jun. 30, 2021 | 43,881,477 | 3,435,197 | |||
Net income (loss) | (331,716) | (331,716) | |||
Stock option compensation | 73,045 | 73,045 | |||
Ending balance, value at Sep. 30, 2021 | $ 438,815 | 290,308,790 | (287,565,049) | $ (199,754) | 2,982,802 |
Ending balance, shares at Sep. 30, 2021 | 43,881,477 | 3,435,197 | |||
Beginning balance, value at Dec. 31, 2021 | $ 468,815 | 290,321,665 | (288,174,780) | $ (199,754) | $ 2,415,946 |
Beginning balance, shares at Dec. 31, 2021 | 46,881,475 | 3,435,197 | 46,881,475 | ||
Net income (loss) | (217,464) | $ (217,464) | |||
Stock option compensation | 49,011 | 49,011 | |||
Ending balance, value at Mar. 31, 2022 | $ 468,815 | 290,370,676 | (288,392,244) | $ (199,754) | 2,247,493 |
Ending balance, shares at Mar. 31, 2022 | 46,881,475 | 3,435,197 | |||
Beginning balance, value at Dec. 31, 2021 | $ 468,815 | 290,321,665 | (288,174,780) | $ (199,754) | $ 2,415,946 |
Beginning balance, shares at Dec. 31, 2021 | 46,881,475 | 3,435,197 | 46,881,475 | ||
Net income (loss) | $ (877,019) | ||||
Ending balance, value at Sep. 30, 2022 | $ 468,815 | 290,520,159 | (289,051,799) | $ (199,754) | $ 1,737,421 |
Ending balance, shares at Sep. 30, 2022 | 46,881,475 | 3,435,197 | 46,881,475 | ||
Beginning balance, value at Mar. 31, 2022 | $ 468,815 | 290,370,676 | (288,392,244) | $ (199,754) | $ 2,247,493 |
Beginning balance, shares at Mar. 31, 2022 | 46,881,475 | 3,435,197 | |||
Net income (loss) | (364,283) | (364,283) | |||
Stock option compensation | 74,333 | 74,333 | |||
Ending balance, value at Jun. 30, 2022 | $ 468,815 | 290,445,009 | (288,756,527) | $ (199,754) | 1,957,543 |
Ending balance, shares at Jun. 30, 2022 | 46,881,475 | 3,435,197 | |||
Net income (loss) | (295,272) | (295,272) | |||
Stock option compensation | 75,150 | 75,150 | |||
Ending balance, value at Sep. 30, 2022 | $ 468,815 | $ 290,520,159 | $ (289,051,799) | $ (199,754) | $ 1,737,421 |
Ending balance, shares at Sep. 30, 2022 | 46,881,475 | 3,435,197 | 46,881,475 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (295,272) | $ (331,716) | $ (877,019) | $ (735,898) |
Equity in loss of equity method investees | 85,532 | 196,333 | 606,736 | 365,543 |
Distribution from NetCo Partners | 9,290 | |||
Stock-based compensation | 75,150 | 73,045 | 198,494 | 229,891 |
Change in operating assets and liabilities: | ||||
Current assets and other assets | (20,624) | 2,547 | ||
Accounts payable and accrued expenses | 35,639 | 1,655 | ||
Net cash from operating activities | (56,774) | (126,972) | ||
Cash flows from financing activities: | ||||
Proceeds from (repayment of) short-term note payable | (100,000) | 100,000 | ||
Proceeds from long-term notes payable | 165,000 | |||
Net cash from financing activities | 65,000 | 100,000 | ||
Net change in cash | 8,226 | (26,972) | ||
Cash at the beginning of the period | 8,666 | 89,594 | ||
Cash at the end of the period | $ 16,892 | $ 62,622 | 16,892 | 62,622 |
Cash paid during the period for: | ||||
Interest | $ 8,085 | $ 4,417 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1— NATURE OF OPERATIONS Description of Business NovelStem International Corp. (“NovelStem” or the “Company”) is a holding company whose principal assets are a 30.99 50 NewStem focuses on the development and commercialization of diagnostic technology that can predict patients’ anti-cancer drug resistance, allowing for targeted cancer treatments and the potential to reduce resistance to chemotherapy. NewStem is collaborating with life sciences companies for the development of drugs and reagents. NetCo is a legacy media business interest which owns “Net Force”, a book publishing franchise. Liquidity and Management’s Plans Since inception, the Company has accumulated a deficit of approximately $ 289,000,000 2,390,000 The Company will need to obtain additional funds to continue its operations. Management’s plans with regard to these matters include additional financing and fundraising until its equity investment in NewStem is profitable. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from financing on terms acceptable to the Company, or that NewStem will become profitable. The Company entered into a financing agreement with related parties to borrow up to $ 600,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Financial Accounting Standards Board (“FASB”) has established the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative GAAP. The accompanying unaudited condensed financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These condensed financial statements have not been audited. The results of operations for the nine-month periods ended September 30, 2022 and 2021 are not necessarily indicative of the operating results for the full year. Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the Company’s Form 10 filed with the Securities and Exchange Commission on August 2, 2022 for the years ended December 31, 2021 and 2020. Equity Investments Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors, including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities The Company reviews equity investments for impairment on an annual basis, or earlier if events or changes in circumstances indicate that the carrying amounts might not be recoverable. The Company holds a minority investment in an entity, NewStem, which is accounted for pursuant to the equity method of accounting. Additionally, the Company is a 50 Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares outstanding during the period, excluding treasury stock. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net income (loss) per share if the effect of doing so would be antidilutive. The following data represents the amounts used in computing earnings per share and the effect on net income (loss) and the weighted average number of shares of dilutive potential common stock (unaudited): SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE 2022 2021 2022 2021 Nine Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Net loss available to common shareholders $ (877,019 ) $ (735,898 ) $ (295,272 ) $ (331,716 ) Weighted average shares outstanding: -Basic 46,881,475 43,881,477 46,881,475 43,881,477 Add: Warrants - - - - Add: Stock options - - - - -Diluted 46,881,475 43,881,477 46,881,475 43,881,477 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 ) |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | NOTE 3— EQUITY METHOD INVESTMENTS Investment in NewStem In 2018, the Company entered into a Share Purchase Agreement with NewStem and other related parties to provide aggregate funding of up to $ 4,000,000 50,000 33 25,000 2,000,000 20 12,500 1,000,000 31.51 30.99 The Company accounts for its investment in NewStem under the equity method. At September 30, 2022 and December 31, 2021, the carrying value of the investment in NewStem exceeded the underlying net assets of NewStem by $ 1,828,419 2,435,155 The Company assesses its investment in NewStem for impairment on an annual basis. NewStem is in the development stage and has incurred losses since its inception and has yet to generate any revenues. NewStem will need to obtain additional funds to continue its operations. NewStem management’s plans with regard to these matters include continued development, marketing and licensing of its products, as well as seeking additional financing arrangements. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from sales of products or financing on terms acceptable to the Company. NewStem entered into a share purchase agreement with two investors for the purchase of 2,647 800,000 1,600,000 The following table represents the Company’s investment in NewStem: SCHEDULE OF INVESTMENTS Nine Months Ended September 30, 2022 Year Ended December 31, 2021 (Unaudited) Investment in NewStem, beginning $ 2,435,155 $ 3,299,713 Allocation of net loss from NewStem (606,736 ) (864,558 ) Investment in NewStem, ending $ 1,828,419 $ 2,435,155 The results of operations of the Company’s investment in NewStem is summarized below (unaudited): SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT 2022 2021 2022 2021 Nine Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Condensed income statement information: Net sales $ - $ - $ - $ - Gross margin $ - $ - $ - $ - Net loss $ (1,935,000 ) $ (1,132,000 ) $ (276,000 ) $ (589,000 ) Company’s allocation of net loss from NewStem $ (606,736 ) $ (374,833 ) $ (85,532 ) $ (196,333 ) The financial position of the Company’s investment in NewStem is summarized below: September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 (Unaudited) Condensed balance sheet information: Current assets $ 573,000 $ 1,425,000 Non-current assets $ 27,000 $ 41,000 Current liabilities $ 104,000 $ 227,000 Non-current liabilities $ 112,000 $ 134,000 Investment in NetCo NovelStem owns a 50 The following table represents the Company’s investment in NetCo: SCHEDULE OF INVESTMENTS Nine Months Ended September 30, 2022 Year Ended December 31, 2021 (Unaudited) Investment in NetCo, beginning $ 137,011 $ 137,011 Allocation of net income from Netco - 21,290 Distribution from NetCo - (21,290 ) Investment in NetCo, ending $ 137,011 $ 137,011 The results of operations of the Company’s investment in NetCo is summarized below (unaudited): SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT 2022 2021 2022 2021 Nine Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Condensed income statement information: Net sales $ - $ 18,580 $ - $ - Gross margin $ - $ - $ - $ - Net income $ - $ 18,580 $ - $ - Company’s allocation of net income from NetCo $ - $ 9,290 $ - $ - The financial position of the Company’s investment in NetCo is summarized below: September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 (Unaudited) Condensed balance sheet information: Current assets $ 1,223 $ 13,475 Non-current assets $ 272,799 $ 272,799 Current liabilities $ - $ 12,252 Non-current liabilities $ - $ - |
NOTES PAYABLE RELATED PARTIES
NOTES PAYABLE RELATED PARTIES | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE RELATED PARTIES | NOTE 4— NOTES PAYABLE RELATED PARTIES On April 12, 2021, the Company entered into a promissory note (the “Note”) with a related party (individual) for $ 100,000 8 April 12, 2022 1,198 In May 2022, the Company entered into long-term notes payable in the form of finance agreements with two individuals who are related parties, which were amended in July 2022, to borrow up to $ 600,000 for working capital needs. One of the individuals is a director and shareholder, the other is our Executive Chairman who is also a shareholder. These agreements provide for funding through January 31, 2024, provide for interest at a rate of 8 % per annum and mature the earlier of January 31, 2024 or twenty months from the date of the first funded amount (May 2022) unless the shareholders agree to extend the due date at that time. The balance outstanding on these notes was $ 165,000 as of September 30, 2022. Related interest accrued and payable at maturity is $ 3,209 at September 30, 2022. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 5— EQUITY (a) General At September 30, 2022 and December 31, 2021, the Company had issued and outstanding 46,881,475 0.01 (b) Summary Employee Option Information The Company’s stock option plan provides for the grant to officers, directors, third party contractors and other future key employees of options to purchase shares of common stock. The purchase price may be paid in cash or at the end of the option term. If the option is “in-the-money”, it is automatically exercised “net”. In a net exercise of an option, the Company does not require a payment of the exercise price of the option from the optionee but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Each option is exercisable to one share of the Company’s common stock. Most options expire within six years from the date of the grant and generally vest on the first anniversary date of their issuance. Pursuant to the Equity Incentive Plan the Company’s board of directors approved on November 12, 2018, an aggregate of 5,400,000 The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective periods (all in weighted averages): SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.5 % 1.6 % Expected term of options, in years 3.9 6 Expected annual volatility 185.8 % 140.2 % Expected dividend yield 0 % 0 % Determined weighted average grant date fair value per option $ 0.27 $ - The expected term of the options represents an estimate of the length of time until the expected date of exercising the options. Options granted have a maximum life of 6 0 (c) Summary Option Information A summary of the Company’s option plans for the nine months ended September 30, 2022, is presented below (unaudited): SCHEDULE OF STOCK OPTION ACTIVITIES Number Weighted of Average Options Exercise (in shares) Price Outstanding, December 31, 2021 4,300,000 $ 0.10 Granted 1,100,000 0.29 Outstanding, September 30, 2022 5,400,000 $ 0.14 Exercisable, September 30, 2022 4,300,000 $ 0.14 Stock-based compensation expense was approximately $ 198,000 75,000 230,000 73,000 The total compensation cost related to non-vested awards not yet recognized was approximately $ 100,000 as of September 30, 2022. As of September 30, 2022, 1,100,000 options were unvested. These options vest one year from their grant date which is January 2023. (d) Warrants The Company has issued warrants at exercise prices equal to or greater than the market value of the Company’s common stock at the date of issuance. A summary of warrant activity follows (unaudited): SUMMARY OF WARRANTS ACTIVITY Number of Weighted shares Average underlying Exercise warrants Price Outstanding, December 31, 2021 3,000,000 $ 0.12 Granted - - Exercised - - Forfeited or expired - - Outstanding, September 30, 2022 3,000,000 $ 0.12 The warrants outstanding at September 30, 2022 have a weighted average remaining contractual life of approximately nine months |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6— INCOME TAXES The Company’s income tax provision differs from the expense that would result from applying statutory rates to income (loss) before taxes. A reconciliation of the provision (benefit) for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows (unaudited): SCHEDULE OF INCOME BEFORE INCOME TAX Nine Months Ended September 30, 2022 2021 Computed tax at the federal statutory rate of 21 $ (184,174 ) $ (176,854 ) State income taxes, net of federal income tax benefit (38,106 ) (36,591 ) Change in federal valuation allowance 222,280 213,445 Total provision for income tax $ - $ - Three Months Ended September 30, 2022 2021 Computed tax at the federal statutory rate of 21 $ (62,007 ) $ (69,660 ) State income taxes, net of federal income tax benefit (12,829 ) (14,413 ) Change in federal valuation allowance 74,836 84,073 Total provision for income tax $ - $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7— COMMITMENTS AND CONTINGENCIES The Company is the claimant in an arbitration proceeding against their 50 |
LITIGATION FUNDING AGREEMENT
LITIGATION FUNDING AGREEMENT | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION FUNDING AGREEMENT | NOTE 8— LITIGATION FUNDING AGREEMENT On February 11, 2022, the Company entered into a nonrecourse litigation funding agreement (the “Agreement”) with Omni Bridgeway (Fund 4) Invt. 3 L.P. (“Omni”) related to an ongoing arbitration proceeding disclosed in Note 7. The Agreement provides for Omni to fund all costs related to the arbitration up to $ 1,000,000 310,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9— SUBSEQUENT EVENTS As disclosed in Note 4, the Company has in place notes payable with related parties. The Company received total advances of $ 35,000 200,000 In November 2022, these notes payable were amended to increase the interest rate to 10% per annum on all future advances. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Financial Accounting Standards Board (“FASB”) has established the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative GAAP. The accompanying unaudited condensed financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These condensed financial statements have not been audited. The results of operations for the nine-month periods ended September 30, 2022 and 2021 are not necessarily indicative of the operating results for the full year. Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the Company’s Form 10 filed with the Securities and Exchange Commission on August 2, 2022 for the years ended December 31, 2021 and 2020. |
Equity Investments | Equity Investments Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors, including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities The Company reviews equity investments for impairment on an annual basis, or earlier if events or changes in circumstances indicate that the carrying amounts might not be recoverable. The Company holds a minority investment in an entity, NewStem, which is accounted for pursuant to the equity method of accounting. Additionally, the Company is a 50 |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares outstanding during the period, excluding treasury stock. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net income (loss) per share if the effect of doing so would be antidilutive. The following data represents the amounts used in computing earnings per share and the effect on net income (loss) and the weighted average number of shares of dilutive potential common stock (unaudited): SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE 2022 2021 2022 2021 Nine Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Net loss available to common shareholders $ (877,019 ) $ (735,898 ) $ (295,272 ) $ (331,716 ) Weighted average shares outstanding: -Basic 46,881,475 43,881,477 46,881,475 43,881,477 Add: Warrants - - - - Add: Stock options - - - - -Diluted 46,881,475 43,881,477 46,881,475 43,881,477 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE | The following data represents the amounts used in computing earnings per share and the effect on net income (loss) and the weighted average number of shares of dilutive potential common stock (unaudited): SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE 2022 2021 2022 2021 Nine Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Net loss available to common shareholders $ (877,019 ) $ (735,898 ) $ (295,272 ) $ (331,716 ) Weighted average shares outstanding: -Basic 46,881,475 43,881,477 46,881,475 43,881,477 Add: Warrants - - - - Add: Stock options - - - - -Diluted 46,881,475 43,881,477 46,881,475 43,881,477 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 ) |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
New Stem Ltd [Member] | |
SCHEDULE OF INVESTMENTS | The following table represents the Company’s investment in NewStem: SCHEDULE OF INVESTMENTS Nine Months Ended September 30, 2022 Year Ended December 31, 2021 (Unaudited) Investment in NewStem, beginning $ 2,435,155 $ 3,299,713 Allocation of net loss from NewStem (606,736 ) (864,558 ) Investment in NewStem, ending $ 1,828,419 $ 2,435,155 |
SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT | The results of operations of the Company’s investment in NewStem is summarized below (unaudited): SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT 2022 2021 2022 2021 Nine Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Condensed income statement information: Net sales $ - $ - $ - $ - Gross margin $ - $ - $ - $ - Net loss $ (1,935,000 ) $ (1,132,000 ) $ (276,000 ) $ (589,000 ) Company’s allocation of net loss from NewStem $ (606,736 ) $ (374,833 ) $ (85,532 ) $ (196,333 ) The financial position of the Company’s investment in NewStem is summarized below: September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 (Unaudited) Condensed balance sheet information: Current assets $ 573,000 $ 1,425,000 Non-current assets $ 27,000 $ 41,000 Current liabilities $ 104,000 $ 227,000 Non-current liabilities $ 112,000 $ 134,000 |
Net Co Partners [Member] | |
SCHEDULE OF INVESTMENTS | The following table represents the Company’s investment in NetCo: SCHEDULE OF INVESTMENTS Nine Months Ended September 30, 2022 Year Ended December 31, 2021 (Unaudited) Investment in NetCo, beginning $ 137,011 $ 137,011 Allocation of net income from Netco - 21,290 Distribution from NetCo - (21,290 ) Investment in NetCo, ending $ 137,011 $ 137,011 |
SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT | The results of operations of the Company’s investment in NetCo is summarized below (unaudited): SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT 2022 2021 2022 2021 Nine Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Condensed income statement information: Net sales $ - $ 18,580 $ - $ - Gross margin $ - $ - $ - $ - Net income $ - $ 18,580 $ - $ - Company’s allocation of net income from NetCo $ - $ 9,290 $ - $ - The financial position of the Company’s investment in NetCo is summarized below: September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 (Unaudited) Condensed balance sheet information: Current assets $ 1,223 $ 13,475 Non-current assets $ 272,799 $ 272,799 Current liabilities $ - $ 12,252 Non-current liabilities $ - $ - |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS | The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective periods (all in weighted averages): SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.5 % 1.6 % Expected term of options, in years 3.9 6 Expected annual volatility 185.8 % 140.2 % Expected dividend yield 0 % 0 % Determined weighted average grant date fair value per option $ 0.27 $ - |
SCHEDULE OF STOCK OPTION ACTIVITIES | A summary of the Company’s option plans for the nine months ended September 30, 2022, is presented below (unaudited): SCHEDULE OF STOCK OPTION ACTIVITIES Number Weighted of Average Options Exercise (in shares) Price Outstanding, December 31, 2021 4,300,000 $ 0.10 Granted 1,100,000 0.29 Outstanding, September 30, 2022 5,400,000 $ 0.14 Exercisable, September 30, 2022 4,300,000 $ 0.14 |
SUMMARY OF WARRANTS ACTIVITY | SUMMARY OF WARRANTS ACTIVITY Number of Weighted shares Average underlying Exercise warrants Price Outstanding, December 31, 2021 3,000,000 $ 0.12 Granted - - Exercised - - Forfeited or expired - - Outstanding, September 30, 2022 3,000,000 $ 0.12 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME BEFORE INCOME TAX | SCHEDULE OF INCOME BEFORE INCOME TAX Nine Months Ended September 30, 2022 2021 Computed tax at the federal statutory rate of 21 $ (184,174 ) $ (176,854 ) State income taxes, net of federal income tax benefit (38,106 ) (36,591 ) Change in federal valuation allowance 222,280 213,445 Total provision for income tax $ - $ - Three Months Ended September 30, 2022 2021 Computed tax at the federal statutory rate of 21 $ (62,007 ) $ (69,660 ) State income taxes, net of federal income tax benefit (12,829 ) (14,413 ) Change in federal valuation allowance 74,836 84,073 Total provision for income tax $ - $ - |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
May 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2018 | Sep. 30, 2018 | |
Accumulated deficit | $ 289,051,799 | $ 288,174,780 | $ 2,390,000 | |||
Working capital | $ 600,000 | $ 600,000 | ||||
New Stem Ltd [Member] | ||||||
Equity interest percentage | 30.99% | 31.51% | 20% | |||
Net Co Partners [Member] | ||||||
Equity interest percentage | 50% |
SCHEDULE OF WEIGHTED AVERAGE NU
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE (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 | |
Accounting Policies [Abstract] | ||||||||
Net loss available to common shareholders | $ (295,272) | $ (364,283) | $ (217,464) | $ (331,716) | $ (191,588) | $ (212,593) | $ (877,019) | $ (735,898) |
Weighted average shares outstanding: | ||||||||
-Basic | 46,881,475 | 43,881,477 | 46,881,475 | 43,881,477 | ||||
Add: Warrants | ||||||||
Add: Stock options | ||||||||
-Diluted | 46,881,475 | 43,881,477 | 46,881,475 | 43,881,477 | ||||
Basic and diluted net loss per share | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 | |
Equity method investment description | investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities |
Net Co Partners [Member] | |
Equity interest percentage | 50% |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
New Stem Ltd [Member] | ||
Investment in NetCo, beginning | $ 2,435,155 | $ 3,299,713 |
Allocation of net income from Netco | (606,736) | (864,558) |
Investment in NetCo, ending | 1,828,419 | 2,435,155 |
Net Co Partners [Member] | ||
Investment in NetCo, beginning | 137,011 | 137,011 |
Allocation of net income from Netco | 21,290 | |
Investment in NetCo, ending | 137,011 | 137,011 |
Distribution from NetCo | $ (21,290) |
SCHEDULE OF OPERATIONS AND FINA
SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT (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 | Dec. 31, 2021 | |
Net income (loss) | $ (295,272) | $ (364,283) | $ (217,464) | $ (331,716) | $ (191,588) | $ (212,593) | $ (877,019) | $ (735,898) | |
Company’s allocation of net income from NetCo | (85,532) | (196,333) | (606,736) | (365,543) | |||||
Current assets | 65,832 | 65,832 | $ 36,982 | ||||||
Current liabilities | 125,632 | 125,632 | 193,202 | ||||||
New Stem Ltd [Member] | |||||||||
Net sales | |||||||||
Gross margin | |||||||||
Net income (loss) | (276,000) | (589,000) | (1,935,000) | (1,132,000) | |||||
Company’s allocation of net income from NetCo | (85,532) | (196,333) | (606,736) | (374,833) | |||||
Current assets | 573,000 | 573,000 | 1,425,000 | ||||||
Non-current assets | 27,000 | 27,000 | 41,000 | ||||||
Current liabilities | 104,000 | 104,000 | 227,000 | ||||||
Non-current liabilities | 112,000 | 112,000 | 134,000 | ||||||
Net Co Partners [Member] | |||||||||
Net sales | 18,580 | ||||||||
Gross margin | |||||||||
Net income (loss) | 18,580 | ||||||||
Company’s allocation of net income from NetCo | $ 9,290 | ||||||||
Current assets | 1,223 | 1,223 | 13,475 | ||||||
Non-current assets | 272,799 | 272,799 | 272,799 | ||||||
Current liabilities | 12,252 | ||||||||
Non-current liabilities |
EQUITY METHOD INVESTMENTS (Deta
EQUITY METHOD INVESTMENTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Sep. 30, 2021 | |
New Stem Ltd [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 1,600,000 | |||||
Sale of stock | 50,000 | |||||
Percentage of outstanding shares | 33% | |||||
Shares acquisitions shares | 12,500 | 12,500 | 25,000 | |||
Shares acquisitions | $ 1,000,000 | $ 1,000,000 | $ 2,000,000 | |||
Equity interest percentage | 30.99% | 20% | 31.51% | |||
Carrying value of investment | $ 1,828,419 | $ 2,435,155 | ||||
Share purchase | 2,647 | |||||
Share purchases value | $ 800,000 | |||||
Net Co Partners [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity interest percentage | 50% | |||||
Maximum [Member] | New Stem Ltd [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 4,000,000 |
NOTES PAYABLE RELATED PARTIES (
NOTES PAYABLE RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 12, 2021 | May 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||||||
Accrued interest percenatge | 8% | |||||
Maturity period | Jan. 31, 2024 | |||||
Interest expense | $ 3,530 | $ 2,205 | $ 5,542 | $ 4,417 | ||
[custom:WorkingCapital] | $ 600,000 | 600,000 | ||||
Notes Payable | 165,000 | 165,000 | ||||
Interest Payable | $ 3,209 | 3,209 | ||||
Promissory Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Related party amount | $ 100,000 | |||||
Accrued interest percenatge | 8% | |||||
Maturity period | Apr. 12, 2022 | |||||
Interest expense | $ 1,198 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||
Risk-free interest rate | 1.50% | 1.60% |
Expected term of options, in years | 3 years 10 months 24 days | 6 years |
Expected annual volatility | 185.80% | 140.20% |
Expected dividend yield | 0% | 0% |
Determined weighted average grant date fair value per option | $ 0.27 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITIES (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average exercise price, Granted | $ 0.27 | |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning balance number of options | 4,300,000 | |
Weighted average exercise price ,Beginning balance | $ 0.10 | |
Number of options, Granted | 1,100,000 | |
Weighted average exercise price, Granted | $ 0.29 | |
Ending balance number of options | 5,400,000 | |
Weighted average exercise price ,Ending balance | $ 0.14 | |
Exercisable number of options | 4,300,000 | |
Weighted average exercise price ,Exercisable | $ 0.14 |
SUMMARY OF WARRANTS ACTIVITY (D
SUMMARY OF WARRANTS ACTIVITY (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares underlying warrants, Beginning balance | shares | 3,000,000 |
Weighted average exercise price, Beginning balance | $ / shares | $ 0.12 |
Number of shares underlying warrants, Granted | shares | |
Weighted average exercise price, Granted | $ / shares | |
Number of shares underlying warrants, Exercised | shares | |
Weighted average exercise price, Exercised | $ / shares | |
Number of shares underlying warrants, Forfeited or Expired | shares | |
Weighted average exercise price, Forfeited or Expired | $ / shares | |
Number of shares underlying warrants, Ending balance | shares | 3,000,000 |
Weighted average exercise price, Ending balance | $ / shares | $ 0.12 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Nov. 12, 2018 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Common stock shares outstanding | 46,881,475 | 46,881,475 | 46,881,475 | |||
Common stock shares issued | 46,881,475 | 46,881,475 | 46,881,475 | |||
Common stock par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Expected term of options, in years | 3 years 10 months 24 days | 6 years | ||||
Expected dividend yield | 0% | 0% | ||||
Stock-based compensation expense | $ 75,150 | $ 73,045 | $ 198,494 | $ 229,891 | ||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 100,000 | $ 100,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 1,100,000 | 1,100,000 | ||||
Weighted average remaining contractual life | 9 months | |||||
Maximum [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Expected term of options, in years | 6 years | |||||
Directot And Investor [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Number of options | 5,400,000 |
SCHEDULE OF INCOME BEFORE INCOM
SCHEDULE OF INCOME BEFORE INCOME TAX (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Computed tax at the federal statutory rate of 21% | $ (62,007) | $ (69,660) | $ (184,174) | $ (176,854) |
State income taxes, net of federal income tax benefit | (12,829) | (14,413) | (38,106) | (36,591) |
Change in federal valuation allowance | 74,836 | 84,073 | 222,280 | 213,445 |
Total provision for income tax |
SCHEDULE OF INCOME BEFORE INC_2
SCHEDULE OF INCOME BEFORE INCOME TAX (Details) (Parenthetical) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory rate | 21% | 21% | 21% | 21% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Sep. 30, 2022 |
Net Co Partners [Member] | |
Equity interest percentage | 50% |
LITIGATION FUNDING AGREEMENT (D
LITIGATION FUNDING AGREEMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Feb. 11, 2022 | Sep. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Legal costs | $ 310,000 | |
Working capital expenses | $ 310,000 | |
Omni Bridgeway [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Litigation exchange assignment | $ 1,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 31, 2022 | Sep. 30, 2022 |
Subsequent Event [Line Items] | ||
Advances received | $ 200,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Advances received | $ 35,000 |