Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-14322 | |
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 | 598-9024 | |
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 ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 34,325 | $ 6,346 |
Accounts receivable, administrative fees | 12,000 | |
Prepaid expenses | 26,067 | 40,561 |
Total current assets | 60,392 | 58,907 |
Investment in Netco Partners | 137,011 | 137,011 |
Investment in NewStem Ltd | 1,905,264 | 2,090,286 |
Total assets | 2,102,667 | 2,286,204 |
Current liabilities: | ||
Accounts payable | 17,098 | 21,203 |
Current portion of long-term notes payable | 962,464 | |
Accrued expenses | 92,650 | 43,673 |
Total current liabilities | 1,072,212 | 64,876 |
Long-term liabilities: | ||
Long-term notes payable, including accrued interest, net | 1,761,004 | 288,450 |
Derivative liability, guarantee | 204,795 | |
Total long-term liabilities | 1,965,799 | 288,450 |
Total liabilities | 3,038,011 | 353,326 |
Commitments and contingencies (see Note 7) | ||
Shareholders’ (deficit) equity: | ||
Common stock, $.01 par value, 100,000,000 shares authorized, 50,316,672 shares issued, and 46,881,475 shares outstanding as of June 30, 2023 and December 31, 2022 | 468,815 | 468,815 |
Additional paid-in capital | 290,879,686 | 290,604,327 |
Accumulated deficit | (292,084,091) | (288,940,510) |
Treasury stock, at cost, 3,435,197 shares as of June 30, 2023 and December 31, 2022 | (199,754) | (199,754) |
Total shareholders’ (deficit) equity | (935,344) | 1,932,878 |
Total liabilities and shareholders’ equity (deficit) | $ 2,102,667 | $ 2,286,204 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
General and administrative expenses | $ 386,361 | $ 229,575 | $ 551,153 | $ 368,531 |
Litigation expenses (contra expenses) (Note 7) | 2,332,663 | 2,332,663 | (310,000) | |
Total operating expenses | 2,719,024 | 229,575 | 2,883,816 | 58,531 |
Loss from operations | (2,719,024) | (229,575) | (2,883,816) | (58,531) |
Other expenses: | ||||
Loss on derivative instrument | 54,795 | 54,795 | ||
Interest expense | 20,510 | 407 | 27,823 | 2,012 |
Total other expenses | 75,305 | 407 | 82,618 | 2,012 |
Loss before income taxes | (2,794,329) | (229,982) | (2,966,434) | (60,543) |
Provision for income tax | ||||
Loss before equity in net income of equity method investees | (2,794,329) | (229,982) | (2,966,434) | (60,543) |
Equity in net loss of equity method investees | (80,431) | 60,647 | (177,147) | (326,256) |
Net loss | $ (2,874,760) | $ (169,335) | $ (3,143,581) | $ (386,799) |
Basic and diluted net loss per share: | ||||
Net loss per share - basic | $ (0.06) | $ (0.07) | $ (0.01) | |
Net loss per share - diluted | $ (0.06) | $ (0.07) | $ (0.01) | |
Weighted average number of shares outstanding - basic | 46,881,475 | 46,881,475 | 46,881,475 | 46,881,475 |
Weighted average number of shares outstanding - diluted | 46,881,475 | 46,881,475 | 46,881,475 | 46,881,475 |
Condensed Statements of Shareho
Condensed Statements of Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock, Common [Member] | Total |
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 | |||
Net 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 | |||
Net loss | (386,799) | ||||
Ending balance, value at Jun. 30, 2022 | $ 468,815 | 290,445,009 | (288,561,579) | $ (199,754) | 2,152,491 |
Ending balance, shares at Jun. 30, 2022 | 46,881,475 | 3,435,197 | |||
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 loss | (169,335) | (169,335) | |||
Stock option compensation | 74,333 | 74,333 | |||
Ending balance, value at Jun. 30, 2022 | $ 468,815 | 290,445,009 | (288,561,579) | $ (199,754) | 2,152,491 |
Ending balance, shares at Jun. 30, 2022 | 46,881,475 | 3,435,197 | |||
Beginning balance, value at Dec. 31, 2022 | $ 468,815 | 290,604,327 | (288,940,510) | $ (199,754) | 1,932,878 |
Beginning balance, shares at Dec. 31, 2022 | 46,881,475 | 3,435,197 | |||
Net loss | (268,821) | (268,821) | |||
Stock option compensation | 15,077 | 15,077 | |||
Ending balance, value at Mar. 31, 2023 | $ 468,815 | 290,619,404 | (289,209,331) | $ (199,754) | 1,679,134 |
Ending balance, shares at Mar. 31, 2023 | 46,881,475 | 3,435,197 | |||
Beginning balance, value at Dec. 31, 2022 | $ 468,815 | 290,604,327 | (288,940,510) | $ (199,754) | 1,932,878 |
Beginning balance, shares at Dec. 31, 2022 | 46,881,475 | 3,435,197 | |||
Net loss | (3,143,581) | ||||
Ending balance, value at Jun. 30, 2023 | $ 468,815 | 290,879,686 | (292,084,091) | $ (199,754) | (935,344) |
Ending balance, shares at Jun. 30, 2023 | 46,881,475 | 3,435,197 | |||
Beginning balance, value at Mar. 31, 2023 | $ 468,815 | 290,619,404 | (289,209,331) | $ (199,754) | 1,679,134 |
Beginning balance, shares at Mar. 31, 2023 | 46,881,475 | 3,435,197 | |||
Net loss | (2,874,760) | (2,874,760) | |||
Stock option compensation | 260,282 | 260,282 | |||
Ending balance, value at Jun. 30, 2023 | $ 468,815 | $ 290,879,686 | $ (292,084,091) | $ (199,754) | $ (935,344) |
Ending balance, shares at Jun. 30, 2023 | 46,881,475 | 3,435,197 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (3,143,581) | $ (386,799) |
Equity in loss of equity method investees | 177,147 | 326,256 |
Distribution from NetCo Partners | 7,875 | |
Accretion of discount on note payable | 11,507 | |
Loss on derivative instrument | 54,795 | |
Legal fees and litigation funding fees funded by litigation funding agreement | 2,332,663 | |
Accrued interest added to long-term note payable | 15,848 | |
Stock-based compensation | 275,359 | 123,344 |
Change in operating assets and liabilities: | ||
Accounts receivable, administrative fees | 12,000 | |
Prepaid expenses | 14,494 | (1,173) |
Accounts payable | (4,105) | (40,397) |
Accrued expenses | 48,977 | 49,248 |
Net cash (used in) provided by operating activities | (197,021) | 70,479 |
Cash flows from financing activities: | ||
Repayment of short term note payable | (100,000) | |
Proceeds from long term notes payable | 225,000 | 100,000 |
Net cash from financing activities | 225,000 | |
Net change in cash | 27,979 | 70,479 |
Cash at the beginning of the period | 6,346 | 8,666 |
Cash at the end of the period | 34,325 | 79,145 |
Cash paid during the period for: | ||
Interest | $ 468 | $ 7,764 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2023 | |
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 30.58 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. Going Concern, Liquidity and Management’s Plans Management believes the accompanying condensed financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. Since inception, the Company has accumulated a deficit of approximately $ 292,000,000 5,400,000 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 has in place a financing agreement with related parties to borrow up to $ 600,000 300,000 150,000 150,000 In view of the matters described above, the Company’s ability to meet financing requirements is dependent upon the ability to complete additional fundraising or obtain additional financing, and/or monetize its investment in NetCo, along with NewStem continuing as a going concern. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The accompanying unaudited condensed financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 31, 2023, from which the Company derived the balance sheet data at December 31, 2022. 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. 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 of the investee company 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 loss per share is computed by dividing the net 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 loss and the weighted average number of shares of dilutive potential common stock (unaudited): SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE 2023 2022 2023 2022 Six Months Ended June 30, Three Months Ended June 30, 2023 2022 2023 2022 Net loss available to common shareholders $ (3,143,581 ) $ (386,799 ) $ (2,874,760 ) $ (169,335 ) Weighted average shares outstanding: -Basic 46,881,475 46,881,475 46,881,475 46,881,475 Add: Warrants - - - - Add: Stock options - - - - -Diluted 46,881,475 46,881,475 46,881,475 46,881,475 Basic and diluted net loss per share $ (0.07 ) $ (0.01 ) $ (0.06 ) $ (- ) Warrants and stock options excluded from the above calculations are as follows: SCHEDULE OF WARRANTS AND STOCK OPTIONS 2023 2022 2023 2022 Six Months Ended June 30, Three Months Ended March 31, 2023 2022 2023 2022 Warrants 3,000,000 3,000,000 3,000,000 3,000,000 Stock options 5,760,000 5,400,000 5,760,000 5,400,000 |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 6 Months Ended |
Jun. 30, 2023 | |
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 30.58 The Company accounts for its investment in NewStem under the equity method. At June 30, 2023 and December 31, 2022, the carrying value of the investment in NewStem exceeded the underlying net assets of NewStem by $ 1,905,264 2,090,286 NewStem is in the development stage and has incurred losses since its inception and has yet to generate revenues sufficient to support operations. 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 NewStem’s management continues to pursue these plans, there is no assurance that the NewStem will be successful in obtaining sufficient cash from sales of products or financing on terms acceptable to NewStem’s management. NewStem obtained additional funding of approximately $ 1,450,000 The following table represents the Company’s investment in NewStem: SCHEDULE OF INVESTMENTS Six Months Ended Year Ended (Unaudited) Investment in NewStem, beginning $ 2,090,286 $ 2,435,155 Allocation of net loss from NewStem, Ltd. (185,022 ) (732,393 ) Gain on dilution of equity method investment - 387,524 Investment in NewStem, ending $ 1,905,264 $ 2,090,286 The results of operations of the Company’s investment in NewStem is summarized below (unaudited): SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT 2023 2022 2023 2022 Six Months Ended Three Months Ended 2023 2022 2023 2022 Condensed income statement information: Net revenues $ 95,000 $ - $ 95,000 $ - Gross margin $ 84,000 $ - $ 84,000 $ - Net loss $ (605,000 ) $ (1,659,000 ) $ (342,000 ) $ (431,000 ) Company’s allocation of net loss from NewStem, Ltd. $ (185,022 ) $ (326,256 ) $ (80,431 ) $ (60,647 ) The financial position of the Company’s investment in NewStem is summarized below: June 30, December 31, As of June 30, December 31, 2023 2022 (Unaudited) Condensed balance sheet information: Current assets $ 444,000 $ 911,000 Non-current assets $ 15,000 $ 23,000 Current liabilities $ 76,000 $ 97,000 Non-current liabilities $ 126,000 $ 121,000 Investment in NetCo NovelStem owns a 50 The following table represents the Company’s investment in NetCo: SCHEDULE OF INVESTMENTS Six Months Ended June 30, 2023 Year Ended December 31, 2022 (Unaudited) Investment in NetCo, beginning $ 137,011 $ 137,011 Allocation of net income from NetCo 7,875 12,591 Distribution from NetCo (7,875 ) (12,591 ) 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 2023 2022 2023 2022 Six Months Ended June 30, Three Months Ended June 30, 2023 2022 2023 2022 Condensed income statement information: Net sales $ 15,750 $ - $ - $ - Gross margin $ 15,750 $ - $ - $ - Net income $ 15,750 $ - $ - $ - Net income (loss) $ 15,750 $ - $ - $ - Company’s allocation of net income from NetCo $ 7,875 $ - $ - $ - The financial position of the Company’s investment in NetCo is summarized below: June 30, December 31, As of June 30, December 31, 2023 2022 (Unaudited) Condensed balance sheet information: Current assets $ 4,197 $ 13,475 Non-current assets $ 272,799 $ 272,799 Current liabilities $ 2,974 $ 12,252 Non-current liabilities $ - $ - |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 4— NOTES PAYABLE Notes payable are summarized as follows: SCHEDULE OF NOTES PAYABLE As of June 30, December 31, 2023 2022 (Unaudited) Notes payable related parties: Notes payable director and Executive Chairman $ 355,000 $ 280,000 Accrued interest added to note balance 24,298 8,450 Total notes payable director and Executive Chairman 379,298 288,450 Note payable shareholder, principal amount 150,000 - Less unamortized discount (138,493 ) - Total note payable shareholder 11,507 - Note payable, litigation funding agreement: Note payable Omni Bridgeway (Fund 4) Invt. 3 L.P. 2,332,663 - Total notes payable 2,723,468 288,450 Less current portion (962,464 ) - Long-term notes payable $ 1,761,004 $ 288,450 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 6,752 In May 2022, the Company entered into long-term notes payable in the form of finance agreements (the “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 through November 11, 2022, at which time the interest rate increased to 10 % per annum for subsequent advances. The Agreements 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 Company received advances of $ 355,000 and $ 280,000 , respectively, pursuant to this agreement through June 30, 2023 and December 31, 2022. Interest expense related to the agreements was $ 15,847 and $ 8,768 , respectively, for the six and three months ended June 30, 2023. Pursuant to the Agreements, accrued interest is added to the note balances. On May 5, 2023, the Company entered into a long term note payable with a shareholder for $ 300,000 150,000 150,000 0 May 5, 2025 204,795 11,507 Note Payable, 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 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 During July 2023, the arbitration was settled with a favorable outcome for the Company. As a result of the favorable ruling disclosed in Note 7, the liability became probable and reasonably estimable, and the Company has recorded the full liability due to Omni as of June 30, 2023. This liability consists of expenses funded by Omni of $ 933,065 310,000 1,399,598 2,333,663 466,533 5 |
EQUITY (DEFICIT)
EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
EQUITY (DEFICIT) | NOTE 5— EQUITY (DEFICIT) (a) General At June 30, 2023 and December 31, 2022, 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, 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 5,760,000 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 Six Months Ended June 30, 2023 2022 Risk-free interest rate 3.5 % 1.5 % Expected term of options, in years 4.0 3.9 Expected annual volatility 191.1 % 185.8 % Expected dividend yield 0 % 0 % Determined weighted average grant date fair value per option $ 0.19 $ 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 7 0 (c) Summary Option Information A summary of the Company’s option plans for the six months ended June 30, 2023, is presented below (unaudited): SCHEDULE OF STOCK OPTION ACTIVITIES Number Weighted of Average Options Exercise (in shares) Price Outstanding, December 31, 2022 5,400,000 $ 0.14 Granted 360,000 0.20 Outstanding, June 30, 2023 5,760,000 $ 0.14 Exercisable, June 30, 2023 5,400,000 $ 0.14 Stock-based compensation expense related to stock options was approximately $ 32,000 15,000 123,000 74,000 The total compensation cost related to non-vested awards not yet recognized was approximately $ 50,000 360,000 (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, 2022 3,000,000 $ 0.12 Granted - - Exercised - - Forfeited or expired - - Outstanding, June 30, 2023 3,000,000 $ 0.12 The warrant agreements were amended on May 12, 2023 to extend the expiration date to June 28, 2025. The warrants outstanding at June 30, 2023 have a weighted average remaining contractual life of approximately two years 243,000 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
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 2023 2022 Six Months Ended June 30, 2023 2022 Computed tax at the federal statutory rate of 21 $ (609,122 ) $ (81,073 ) State income taxes, net of federal income tax benefit (126,030 ) (16,774 ) Change in federal valuation allowance 764,756 149,930 Foreign rate differential (29,604 ) (52,083 ) Total provision for income tax $ - $ - 2023 2022 Three Months Ended June 30, 2023 2022 Computed tax at the federal statutory rate of 21 $ (56,452 ) $ (76,345 ) State income taxes, net of federal income tax benefit (11,680 ) (15,796 ) Change in federal valuation allowance 87,972 154,045 Foreign rate differential (19,840 ) (61,904 ) Total provision for income tax $ - $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7— COMMITMENTS AND CONTINGENCIES The Company was the claimant in an arbitration proceeding against their 50 The Arbitrator ruled in NovelStem’s favor on the issue of contract interpretation of the Netco Partners JV Agreement. The Arbitrator also found that the Company’s joint venture partner failed to use “reasonable, good faith efforts” to license and exploit the Net Force concept, in breach of its contractual obligations under the Netco Partners’ Joint Venture Agreement. The Arbitrator confirmed NovelStem’s contractual right to use Tom Clancy’s name as a possessory credit in the Net Force title (Tom Clancy’s Net Force). As a result of this ruling, the costs related to the litigation funding agreement disclosed in Note 4 were recognized. Total costs related to the litigation and the related litigation funding agreement of $ 2,332,663 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8— SUBSEQUENT EVENTS As disclosed in Note 4 and Note 7, in July 2023 the Company’s arbitration proceedings were settled with a favorable outcome. Additional costs of $ 466,533 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The accompanying unaudited condensed financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 31, 2023, from which the Company derived the balance sheet data at December 31, 2022. 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. |
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 of the investee company 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 loss per share is computed by dividing the net 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 loss and the weighted average number of shares of dilutive potential common stock (unaudited): SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE 2023 2022 2023 2022 Six Months Ended June 30, Three Months Ended June 30, 2023 2022 2023 2022 Net loss available to common shareholders $ (3,143,581 ) $ (386,799 ) $ (2,874,760 ) $ (169,335 ) Weighted average shares outstanding: -Basic 46,881,475 46,881,475 46,881,475 46,881,475 Add: Warrants - - - - Add: Stock options - - - - -Diluted 46,881,475 46,881,475 46,881,475 46,881,475 Basic and diluted net loss per share $ (0.07 ) $ (0.01 ) $ (0.06 ) $ (- ) Warrants and stock options excluded from the above calculations are as follows: SCHEDULE OF WARRANTS AND STOCK OPTIONS 2023 2022 2023 2022 Six Months Ended June 30, Three Months Ended March 31, 2023 2022 2023 2022 Warrants 3,000,000 3,000,000 3,000,000 3,000,000 Stock options 5,760,000 5,400,000 5,760,000 5,400,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 loss and the weighted average number of shares of dilutive potential common stock (unaudited): SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE 2023 2022 2023 2022 Six Months Ended June 30, Three Months Ended June 30, 2023 2022 2023 2022 Net loss available to common shareholders $ (3,143,581 ) $ (386,799 ) $ (2,874,760 ) $ (169,335 ) Weighted average shares outstanding: -Basic 46,881,475 46,881,475 46,881,475 46,881,475 Add: Warrants - - - - Add: Stock options - - - - -Diluted 46,881,475 46,881,475 46,881,475 46,881,475 Basic and diluted net loss per share $ (0.07 ) $ (0.01 ) $ (0.06 ) $ (- ) |
SCHEDULE OF WARRANTS AND STOCK OPTIONS | Warrants and stock options excluded from the above calculations are as follows: SCHEDULE OF WARRANTS AND STOCK OPTIONS 2023 2022 2023 2022 Six Months Ended June 30, Three Months Ended March 31, 2023 2022 2023 2022 Warrants 3,000,000 3,000,000 3,000,000 3,000,000 Stock options 5,760,000 5,400,000 5,760,000 5,400,000 |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
New Stem Ltd [Member] | |
SCHEDULE OF INVESTMENTS | The following table represents the Company’s investment in NewStem: SCHEDULE OF INVESTMENTS Six Months Ended Year Ended (Unaudited) Investment in NewStem, beginning $ 2,090,286 $ 2,435,155 Allocation of net loss from NewStem, Ltd. (185,022 ) (732,393 ) Gain on dilution of equity method investment - 387,524 Investment in NewStem, ending $ 1,905,264 $ 2,090,286 |
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 2023 2022 2023 2022 Six Months Ended Three Months Ended 2023 2022 2023 2022 Condensed income statement information: Net revenues $ 95,000 $ - $ 95,000 $ - Gross margin $ 84,000 $ - $ 84,000 $ - Net loss $ (605,000 ) $ (1,659,000 ) $ (342,000 ) $ (431,000 ) Company’s allocation of net loss from NewStem, Ltd. $ (185,022 ) $ (326,256 ) $ (80,431 ) $ (60,647 ) The financial position of the Company’s investment in NewStem is summarized below: June 30, December 31, As of June 30, December 31, 2023 2022 (Unaudited) Condensed balance sheet information: Current assets $ 444,000 $ 911,000 Non-current assets $ 15,000 $ 23,000 Current liabilities $ 76,000 $ 97,000 Non-current liabilities $ 126,000 $ 121,000 |
Net Co Partners [Member] | |
SCHEDULE OF INVESTMENTS | The following table represents the Company’s investment in NetCo: SCHEDULE OF INVESTMENTS Six Months Ended June 30, 2023 Year Ended December 31, 2022 (Unaudited) Investment in NetCo, beginning $ 137,011 $ 137,011 Allocation of net income from NetCo 7,875 12,591 Distribution from NetCo (7,875 ) (12,591 ) 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 2023 2022 2023 2022 Six Months Ended June 30, Three Months Ended June 30, 2023 2022 2023 2022 Condensed income statement information: Net sales $ 15,750 $ - $ - $ - Gross margin $ 15,750 $ - $ - $ - Net income $ 15,750 $ - $ - $ - Net income (loss) $ 15,750 $ - $ - $ - Company’s allocation of net income from NetCo $ 7,875 $ - $ - $ - The financial position of the Company’s investment in NetCo is summarized below: June 30, December 31, As of June 30, December 31, 2023 2022 (Unaudited) Condensed balance sheet information: Current assets $ 4,197 $ 13,475 Non-current assets $ 272,799 $ 272,799 Current liabilities $ 2,974 $ 12,252 Non-current liabilities $ - $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable are summarized as follows: SCHEDULE OF NOTES PAYABLE As of June 30, December 31, 2023 2022 (Unaudited) Notes payable related parties: Notes payable director and Executive Chairman $ 355,000 $ 280,000 Accrued interest added to note balance 24,298 8,450 Total notes payable director and Executive Chairman 379,298 288,450 Note payable shareholder, principal amount 150,000 - Less unamortized discount (138,493 ) - Total note payable shareholder 11,507 - Note payable, litigation funding agreement: Note payable Omni Bridgeway (Fund 4) Invt. 3 L.P. 2,332,663 - Total notes payable 2,723,468 288,450 Less current portion (962,464 ) - Long-term notes payable $ 1,761,004 $ 288,450 |
EQUITY (DEFICIT) (Tables)
EQUITY (DEFICIT) (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Six Months Ended June 30, 2023 2022 Risk-free interest rate 3.5 % 1.5 % Expected term of options, in years 4.0 3.9 Expected annual volatility 191.1 % 185.8 % Expected dividend yield 0 % 0 % Determined weighted average grant date fair value per option $ 0.19 $ 0.27 |
SCHEDULE OF STOCK OPTION ACTIVITIES | A summary of the Company’s option plans for the six months ended June 30, 2023, is presented below (unaudited): SCHEDULE OF STOCK OPTION ACTIVITIES Number Weighted of Average Options Exercise (in shares) Price Outstanding, December 31, 2022 5,400,000 $ 0.14 Granted 360,000 0.20 Outstanding, June 30, 2023 5,760,000 $ 0.14 Exercisable, June 30, 2023 5,400,000 $ 0.14 |
SUMMARY OF WARRANTS ACTIVITY | SUMMARY OF WARRANTS ACTIVITY Number of Weighted shares Average underlying Exercise warrants Price Outstanding, December 31, 2022 3,000,000 $ 0.12 Granted - - Exercised - - Forfeited or expired - - Outstanding, June 30, 2023 3,000,000 $ 0.12 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME BEFORE INCOME TAX | SCHEDULE OF INCOME BEFORE INCOME TAX 2023 2022 Six Months Ended June 30, 2023 2022 Computed tax at the federal statutory rate of 21 $ (609,122 ) $ (81,073 ) State income taxes, net of federal income tax benefit (126,030 ) (16,774 ) Change in federal valuation allowance 764,756 149,930 Foreign rate differential (29,604 ) (52,083 ) Total provision for income tax $ - $ - 2023 2022 Three Months Ended June 30, 2023 2022 Computed tax at the federal statutory rate of 21 $ (56,452 ) $ (76,345 ) State income taxes, net of federal income tax benefit (11,680 ) (15,796 ) Change in federal valuation allowance 87,972 154,045 Foreign rate differential (19,840 ) (61,904 ) Total provision for income tax $ - $ - |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Jul. 31, 2022 | Jun. 30, 2023 | Oct. 31, 2023 | May 31, 2023 | Dec. 31, 2022 | Sep. 30, 2018 | |
Accumulated deficit | $ 292,084,091 | $ 288,940,510 | $ 5,400,000 | |||
Working capital | $ 600,000 | $ 600,000 | ||||
Borrowings | $ 300,000 | |||||
Advance from borrowings | $ 150,000 | |||||
Forecast [Member] | ||||||
Advance from borrowings | $ 150,000 | |||||
New Stem Ltd [Member] | ||||||
Equity interest percentage | 30.58% | |||||
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 | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||||
Net loss available to common shareholders | $ (2,874,760) | $ (268,821) | $ (169,335) | $ (217,464) | $ (3,143,581) | $ (386,799) |
Weighted average shares outstanding: | ||||||
-Basic | 46,881,475 | 46,881,475 | 46,881,475 | 46,881,475 | ||
Add: Warrants | ||||||
Add: Stock options | ||||||
-Diluted | 46,881,475 | 46,881,475 | 46,881,475 | 46,881,475 | ||
Basic net loss per share | $ (0.06) | $ (0.07) | $ (0.01) | |||
Diluted net loss per share | $ (0.06) | $ (0.07) | $ (0.01) |
SCHEDULE OF WARRANTS AND STOCK
SCHEDULE OF WARRANTS AND STOCK OPTIONS (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 |
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options | 5,760,000 | 5,400,000 | 5,760,000 | 5,400,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 | |
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 of the investee company |
Net Co Partners [Member] | |
Equity interest percentage | 50% |
SCHEDULE OF INVESTMENTS (Detail
SCHEDULE OF INVESTMENTS (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
New Stem Ltd [Member] | ||
Investment in NetCo, beginning | $ 2,090,286 | $ 2,435,155 |
Allocation of net income from NetCo | (185,022) | (732,393) |
Gain on dilution of equity method investment | 387,524 | |
Investment in NetCo, ending | 1,905,264 | 2,090,286 |
Net Co Partners [Member] | ||
Investment in NetCo, beginning | 137,011 | 137,011 |
Allocation of net income from NetCo | 7,875 | 12,591 |
Investment in NetCo, ending | 137,011 | 137,011 |
Distribution from NetCo | $ (7,875) | $ (12,591) |
SCHEDULE OF OPERATIONS AND FINA
SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Net income (loss) | $ (2,874,760) | $ (268,821) | $ (169,335) | $ (217,464) | $ (3,143,581) | $ (386,799) | |
Company’s allocation of net income from NetCo | (80,431) | 60,647 | (177,147) | (326,256) | |||
Current assets | 60,392 | 60,392 | $ 58,907 | ||||
Current liabilities | 1,072,212 | 1,072,212 | 64,876 | ||||
Non-current liabilities | 1,965,799 | 1,965,799 | 288,450 | ||||
New Stem Ltd [Member] | |||||||
Net sales | 95,000 | 95,000 | |||||
Gross margin | 84,000 | 84,000 | |||||
Net income (loss) | (342,000) | (431,000) | (605,000) | (1,659,000) | |||
Company’s allocation of net income from NetCo | (80,431) | (60,647) | (185,022) | (326,256) | |||
Current assets | 444,000 | 444,000 | 911,000 | ||||
Non-current assets | 15,000 | 15,000 | 23,000 | ||||
Current liabilities | 76,000 | 76,000 | 97,000 | ||||
Non-current liabilities | 126,000 | 126,000 | 121,000 | ||||
Net Co Partners [Member] | |||||||
Net sales | 15,750 | ||||||
Gross margin | 15,750 | ||||||
Net income (loss) | 15,750 | ||||||
Company’s allocation of net income from NetCo | 7,875 | ||||||
Current assets | 4,197 | 4,197 | 13,475 | ||||
Non-current assets | 272,799 | 272,799 | 272,799 | ||||
Current liabilities | 2,974 | 2,974 | 12,252 | ||||
Non-current liabilities |
EQUITY METHOD INVESTMENTS (Deta
EQUITY METHOD INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2018 | Jun. 30, 2023 | Dec. 31, 2022 | |
New Stem [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Additional funding | $ 1,450,000 | ||||
New Stem Ltd [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership investment percentage | 20% | 30.58% | 30.58% | ||
New Stem Ltd [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Sale of stock | 50,000 | ||||
Percentage of outstanding shares | 33% | ||||
Shares acquisitions shares | 12,500 | 25,000 | |||
Shares acquisitions | $ 1,000,000 | $ 2,000,000 | |||
Equity interest percentage | 30.58% | ||||
New Stem Ltd [Member] | Investment, Affiliated Issuer, Controlled, Not Majority-Owned [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying value of investment | $ 2,090,286 | ||||
New Stem Ltd [Member] | Investment, Affiliated Issuer, Controlled, Not Majority-Owned [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying value of investment | $ 1,905,264 | ||||
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 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2023 | May 05, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total notes payable | $ 2,723,468 | $ 288,450 | |
Less current portion | (962,464) | ||
Long-term notes payable | 1,761,004 | 288,450 | |
Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total notes payable | 2,332,663 | ||
Director and Executive Chairman [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total notes payable | 379,298 | 288,450 | |
Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accrued interest added to note balance | 24,298 | 8,450 | |
Note payable shareholder, principal amount | 150,000 | ||
Less unamortized discount | (138,493) | ||
Related Party [Member] | Director and Executive Chairman [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total notes payable | 355,000 | 280,000 | |
Related Party [Member] | Shareholder [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total notes payable | $ 11,507 | ||
Long-term notes payable | $ 300,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Aug. 11, 2023 | May 05, 2023 | Nov. 11, 2022 | Feb. 11, 2022 | Apr. 12, 2021 | Jul. 31, 2022 | May 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Oct. 05, 2023 | Feb. 16, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Jan. 31, 2024 | |||||||||||||
Interest expense | $ 20,510 | $ 407 | $ 27,823 | $ 2,012 | ||||||||||
[custom:WorkingCapital] | $ 600,000 | 600,000 | ||||||||||||
Short-Term Debt, Interest Rate Increase | 10% | |||||||||||||
Advances to Affiliate | 355,000 | 355,000 | $ 280,000 | |||||||||||
Long term note payable | 1,761,004 | 1,761,004 | 288,450 | |||||||||||
Accretion of note discount | 11,507 | |||||||||||||
Contra expenses - legal fees and administrative costs | 310,000 | |||||||||||||
Liability | $ 3,038,011 | $ 3,038,011 | 353,326 | |||||||||||
Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 5% | 5% | ||||||||||||
Litigation settlement, expense | $ 1,000,000 | |||||||||||||
Investment return due | $ 1,399,598 | |||||||||||||
Forecast [Member] | Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Investment return due | $ 466,533 | |||||||||||||
Related Party [Member] | Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Due to related parties | $ 933,065 | 933,065 | ||||||||||||
Working capital and related fees | 310,000 | 310,000 | ||||||||||||
Liability | 2,333,663 | 2,333,663 | ||||||||||||
Related Party [Member] | Shareholder [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 0% | |||||||||||||
Maturity date | May 05, 2025 | |||||||||||||
Long term note payable | $ 300,000 | |||||||||||||
Advance of long term note payable | $ 150,000 | |||||||||||||
Derivative fair value liability | 204,795 | 204,795 | ||||||||||||
Accretion of note discount | $ 11,507 | 11,507 | ||||||||||||
Related Party [Member] | Shareholder [Member] | Forecast [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Advance of long term note payable | $ 150,000 | |||||||||||||
Promissory Note [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Related party amount | $ 100,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Maturity date | Apr. 12, 2022 | |||||||||||||
Interest expense | $ 15,847 | $ 1,198 | $ 8,768 | |||||||||||
Interest expense paid | $ 6,752 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Equity [Abstract] | ||
Risk-free interest rate | 3.50% | 1.50% |
Expected term, in years | 4 years | 3 years 10 months 24 days |
Expected annual volatility | 191.10% | 185.80% |
Expected dividend yield | 0% | 0% |
Determined weighted average grant date fair value per option | $ 0.19 | $ 0.27 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITIES (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Granted | $ 0.19 | $ 0.27 |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options Outstanding beginning | 5,400,000 | |
Weighted Average Exercise Price Outstanding beginning | $ 0.14 | |
Number of Options, Granted | 360,000 | |
Weighted Average Exercise Price, Granted | $ 0.20 | |
Number of Options Outstanding ending | 5,760,000 | |
Weighted Average Exercise Price Outstanding ending | $ 0.14 | |
Number of Options Exercisable | 5,400,000 | |
Weighted Average Exercise Price, Exercisable | $ 0.14 |
SUMMARY OF WARRANTS ACTIVITY (D
SUMMARY OF WARRANTS ACTIVITY (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares underlying warrants, Beginning balance | 3,000,000 |
Weighted average exercise price, Beginning balance | $ / shares | $ 0.12 |
Number of shares underlying warrants, Granted | |
Weighted average exercise price, Granted | $ / shares | |
Number of shares underlying warrants, Exercised | |
Number of shares underlying warrants, Forfeited or expired | |
Number of shares underlying warrants, Ending balance | 3,000,000 |
Weighted average exercise price, Ending balance | $ / shares | $ 0.12 |
EQUITY (DEFICIT) (Details Narra
EQUITY (DEFICIT) (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Nov. 12, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares outstanding | 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 | 4 years | 3 years 10 months 24 days | ||||
Dividend yield | 0% | 0% | ||||
Stock based compensation expense | $ 275,359 | $ 123,344 | ||||
Compensation cost | $ 50,000 | $ 50,000 | ||||
Options unvested | 360,000 | 360,000 | ||||
Equity Option [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of options, shares | 5,760,000 | 5,760,000 | 5,400,000 | |||
Stock based compensation expense | $ 15,000 | $ 74,000 | $ 32,000 | $ 123,000 | ||
Maximum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Expected term of options, in years | 7 years | |||||
Directot and Investor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of options, shares | 5,760,000 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares issued | 46,881,475 | 46,881,475 | 46,881,475 | |||
Common stock, shares outstanding | 46,881,475 | 46,881,475 | 46,881,475 | |||
Warrant [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock based compensation expense | $ 243,000 | |||||
Warrants outstanding weighted average remaining contractual life | 2 years |
SCHEDULE OF INCOME BEFORE INCOM
SCHEDULE OF INCOME BEFORE INCOME TAX (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Computed tax at the federal statutory rate of 21% | $ (56,452) | $ (76,345) | $ (609,122) | $ (81,073) |
State income taxes, net of federal income tax benefit | (11,680) | (15,796) | (126,030) | (16,774) |
Change in federal valuation allowance | 87,972 | 154,045 | 764,756 | 149,930 |
Foreign rate differential | (19,840) | (61,904) | (29,604) | (52,083) |
Total provision for income tax |
SCHEDULE OF INCOME BEFORE INC_2
SCHEDULE OF INCOME BEFORE INCOME TAX (Details) (Parenthetical) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Computed tax at the federal statutory rate | 21% | 21% | 21% | 21% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Litigation expenses | $ 2,332,663 | $ 2,332,663 | $ (310,000) | |
Net Co Partners [Member] | ||||
Equity interest percentage | 50% | 50% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member] - USD ($) | 6 Months Ended | |
Aug. 11, 2023 | Jun. 30, 2023 | |
Investment return due | $ 1,399,598 | |
Forecast [Member] | ||
Investment return due | $ 466,533 |