NovelStem International (NSTM) 10-Q 15 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-14332
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	Yes
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 ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 5,181	$ 53,063
Accounts receivable, administrative fees	3,000
Prepaid expenses	27,855	33,540
Total current assets	36,036	86,603
Investment in Netco Partners	132,358	133,709
Note receivable, NewStem Ltd	500,000	250,000
Investment in NewStem Ltd	1,732,375	1,784,234
Total assets	2,400,769	2,254,546
Current liabilities:
Accounts payable	149,672	54,257
Notes payable	250,000	250,000
Current portion of long-term notes payable, including accrued interest	2,850,916
Accrued expenses	45,974	42,223
Total current liabilities	3,296,562	346,480
Long-term liabilities:
Long-term notes payable, including accrued interest, net	810,527	3,324,599
Derivative liability, guarantee	535,000	535,000
Total long-term liabilities	1,345,527	3,859,599
Total liabilities	4,642,089	4,206,079
Commitments and contingencies (see Note 7)
Shareholders’ deficit:
Common stock, $.01 par value, 100,000,000 shares authorized, 50,316,672 shares issued, and 46,881,475 shares outstanding as of March 31, 2024 and December 31, 2023	468,815	468,815
Additional paid-in capital	290,920,710	290,907,217
Accumulated deficit	(293,431,091)	(293,127,811)
Treasury stock, at cost, 3,435,197 shares as of March 31, 2024 and December 31, 2023	(199,754)	(199,754)
Total shareholders’ deficit	(2,241,320)	(1,951,533)
Total liabilities and shareholders’ deficit	$ 2,400,769	$ 2,254,546

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Administrative fee income	$ 3,000
Operating expenses:
General and administrative expenses	183,306	164,792
Total operating expenses	183,306	164,792
Loss from operations	(180,306)	(164,792)
Other expenses:
Gain on derivative instrument	(25,000)
Interest expense	94,764	7,313
Total other expenses	69,764	7,313
Loss before income taxes	(250,070)	(172,105)
Provision for income tax
Loss before equity in net income of equity method investees	(250,070)	(172,105)
Equity in net loss of equity method investees	(53,210)	(96,716)
Net loss	$ (303,280)	$ (268,821)
Basic and diluted net loss per share:
Net loss per share - basic	$ (0.01)	$ (0.01)
Net loss per share - diluted	$ (0.01)	$ (0.01)
Weighted Average Number of Shares Outstanding, Basic	46,881,475	46,881,475
Weighted Average Number of Shares Outstanding, Diluted	46,881,475	46,881,475

Condensed Statements of Shareho

Condensed Statements of Shareholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock, Common [Member]	Total
Balance, value at Dec. 31, 2022	$ 468,815	$ 290,604,327	$ (288,940,510)	$ (199,754)	$ 1,932,878
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
Balance, value at Mar. 31, 2023	$ 468,815	290,619,404	(289,209,331)	$ (199,754)	1,679,134
Balance, shares at Mar. 31, 2023	46,881,475			3,435,197
Balance, value at Dec. 31, 2023	$ 468,815	290,907,217	(293,127,811)	$ (199,754)	(1,951,533)
Balance, shares at Dec. 31, 2023	46,881,475			3,435,197
Net loss			(303,280)		(303,280)
Stock option compensation		13,493			13,493
Balance, value at Mar. 31, 2024	$ 468,815	$ 290,920,710	$ (293,431,091)	$ (199,754)	$ (2,241,320)
Balance, shares at Mar. 31, 2024	46,881,475			3,435,197

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (303,280)	$ (268,821)
Equity in net loss of equity method investees	53,210	96,716
Distribution from NetCo Partners		7,875
Accretion of discount on note payable	44,398
Gain on derivative instrument	(25,000)
Accrued interest added to long-term notes payable	42,446	7,079
Stock-based compensation	13,493	15,077
Change in operating assets and liabilities:
Accounts receivable, administrative fees	(3,000)	12,000
Prepaid expenses	5,685	994
Accounts payable	95,415	107,296
Accrued expenses	3,751	(6,000)
Net cash used in operating activities	(72,882)	(27,784)
Cash flows from investing activities:
Loans made	(250,000)
Net cash used in investing activities	(250,000)
Cash flows from financing activities:
Proceeds from long term notes payable	275,000	62,000
Net cash provided by financing activities	275,000	62,000
Net change in cash	(47,882)	34,216
Cash at the beginning of the period	53,063	6,346
Cash at the end of the period	5,181	40,562
Cash paid during the period for:
Interest	$ 441	$ 234

NATURE OF OPERATIONS

NATURE OF OPERATIONS	3 Months Ended
	Mar. 31, 2024
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 an approximate 31 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 Since inception, the Company has accumulated a deficit of approximately $ 293,000,000 6,750,000 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 be able to continue as a going concern and become profitable (see Note 3). The Company has in place a finance agreement with two individuals who are shareholders and directors to borrow $ 650,000 300,000 350,000 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 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	3 Months Ended
	Mar. 31, 2024
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 accounting principles generally accepted in the United States of America (“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 April 1, 2024, from which the Company derived the balance sheet data at December 31, 2023. 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 10K filed with the Securities and Exchange Commission on April 1, 2024 for the years ended December 31, 2023 and 2022. 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 Derivative Financial Instruments The Company has in place a financial instrument, in the form of a note payable, with an identified embedded derivative in the form of a guarantee. The identified embedded derivative has been bifurcated and accounted for separately. Such derivative financial instruments are measured at fair value at each financial statement reporting date. If the fair value of a financial liability (the derivative) exceeds the proceeds received for the issuance of a hybrid instrument in an arms length transaction with no rights or privileges that require separate accounting recognition as an asset identified, then the embedded derivative is recorded at fair value with the excess of fair value over proceeds recognized as a loss in earnings. During the three months ended March 31, 2024, the Company recognized a gain on derivative financial instruments of $ 25,000 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 Three Months Ended March 31, 2024 2023 Net loss attributable to common shareholders $ (303,280 ) $ (268,821 ) Weighted average shares outstanding: -Basic 46,881,475 46,881,475 Add: Warrants - - Add: Stock options - - -Diluted 46,881,475 46,881,475 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) Options and warrants excluded from the computation of earnings per share: SCHEDULE OF WARRANTS AND STOCK OPTIONS 2024 2023 Three Months Ended March 31, 2024 2023 Warrants 3,000,000 3,000,000 Stock options 5,760,000 5,760,000 Anti-dilutive securities 5,760,000 5,760,000

EQUITY METHOD INVESTMENTS

EQUITY METHOD INVESTMENTS	3 Months Ended
	Mar. 31, 2024
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 30.51 The Company accounts for its investment in NewStem under the equity method. As of March 31, 2024 and December 31, 2023, the carrying value of the investment in NewStem exceeded its portion of the underlying net assets of NewStem by approximately $ 1,655,000 1,800,000 The Company assesses its investment in NewStem for impairment on an annual basis or more frequently if indicators of impairment exist. During the three months ended March 31, 2024, the Company recorded a reimbursement due to NewStem of approximately $ 36,000 37,000 As disclosed in Note 8, the Company is in negotiations to acquire the remainder of NewStem in exchange for shares of Company stock. In anticipation of this transaction, the Company advanced $ 250,000 250,000 December 30, 2024 NewStem is in the development stage and has incurred losses since its inception and has generated only minimal revenues under a licensing agreement. 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, licensing or financing on terms acceptable to the Company. NewStem obtained additional funding of approximately $ 1,450,000 The aforementioned events indicate significant difficulties to continue as a concern. Additionally, Israel declared a state of war in October 2023 which resulted in a decrease in Israel’s economic and business activity. The security situation in Israel led to a disruption in the chain of supply and production, a decrease in the volume of national transportation, and a shortage in manpower as well as a decrease in the value of financial assets. As a result of the movement and work restrictions, NewStem began operating on a limited scale. Additionally, the situation has brought further difficulties in management’s efforts to seek additional financing. The following table represents the Company’s investment in NewStem: SCHEDULE OF INVESTMENTS 2024 2023 Three Months Ended March 31, 2024 Year Ended December 31, 2023 (Unaudited) Investment in NewStem, beginning $ 1,784,234 $ 2,090,286 Allocation of net loss from NewStem, Ltd. (51,859 ) (342,191 ) Gain on dilution of equity method investment - 36,139 Distribution from NetCo Investment in NewStem, ending $ 1,732,375 $ 1,784,234 The results of operations of the Company’s investment in NewStem is summarized below (unaudited): SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT 2024 2023 Three Months Ended March 31, 2024 2023 Condensed income statement information: Net revenues $ - $ 95,000 Gross margin $ - $ 84,000 Net loss $ (170,000 ) $ (342,000 ) Company’s allocation of net loss from NewStem, Ltd. $ (51,859 ) $ (104,591 ) The financial position of the Company’s investment in NewStem is summarized below: 2024 2023 As of March 31, December 31, 2024 2023 (Unaudited) Condensed balance sheet information: Current assets $ 246,000 $ 353,000 Non-current assets $ 6,000 $ 9,000 Current liabilities $ 86,000 $ 284,000 Non-current liabilities $ 250,000 $ - Investment in NetCo NovelStem owns a 50 The following table represents the Company’s investment in NetCo: SCHEDULE OF INVESTMENTS Three Months Ended March 31, 2024 Year Ended December 31, 2023 (Unaudited) Investment in NetCo, beginning $ 133,709 $ 137,011 Allocation of net income (loss) from NetCo (1,351 ) 3,573 Distribution from NetCo - (6,875 ) Investment in NetCo, ending $ 132,358 $ 133,709 The results of operations of the Company’s investment in NetCo is summarized below (unaudited): SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT 2024 2023 Three Months Ended March 31, 2024 2023 Condensed income statement information: Net sales $ 373 $ 15,750 Gross margin $ 373 $ 15,750 Net income $ (2,702 ) $ 15,750 Company’s allocation of net income from NetCo $ (1,351 ) $ 7,875 The financial position of the Company’s investment in NetCo is summarized below: 2024 2023 As of March 31, December 31, 2024 2023 (Unaudited) Condensed balance sheet information: Current assets $ 2,042 $ 1,820 Non-current assets $ 272,799 $ 272,799 Current liabilities $ 3,249 $ 325 Non-current liabilities $ - $ -

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 4— NOTES PAYABLE In December 2023, the Company entered into two short term notes payable with unrelated parties, Hewlett Fund and AIGH Investment Partners, LLC. The notes are for $ 125,000 250,000 12 December 21, 2024 The note agreements include a provision whereby, in the event of a capital raise transaction by the Company, the note holders would be entitled to participate in the transaction in an amount equal to 133% of the amounts owed on the note agreements at the closing of the transaction. 7,479 Long-term notes payable are summarized as follows: SCHEDULE OF LONG TERM NOTES PAYABLE As of March 31, December 31, 2024 2023 (Unaudited) Notes payable related parties: Notes payable director and Executive Chairman $ 650,000 $ 400,000 Accrued interest added to note balance 54,314 43,588 Total notes payable director and Executive Chairman 704,314 443,588 Note payable shareholder, principal amount 300,000 275,000 Less unamortized discount (193,787 ) (213,185 ) Total note payable shareholder 106,213 61,815 Note payable, litigation funding agreement: Note payable Omni Bridgeway (Fund 4) Invt. 3 L.P. 2,819,196 2,819,196 Accrued interest added to agreement balance 31,720 - Total note payable, litigation funding agreement 2,850,916 2,819,196 Total notes payable 3,661,443 3,324,599 Less current portion (2,850,916 ) - Long-term notes payable $ 810,527 $ 3,324,599 In May 2022, the Company entered into note agreements with two individuals who are related parties to borrow up to $ 600,000 650,000 8 10 September 1, 2025 650,000 400,000 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 535,000 44,398 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 During July 2023, the arbitration was settled with a partially favorable outcome for the Company. As a result of the 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 December 31, 2023. This liability consists of expenses funded by Omni of $ 933,065 310,000 1,886,131 2,819,196 5 January 10, 2025

EQUITY

EQUITY	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
EQUITY	NOTE 5— EQUITY (a) General At March 31, 2024 and December 31, 2023, 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 5,760,000 600,000 The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the options issued during the three months ended March 31, 2023 (all in weighted averages): SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS Risk-free interest rate 3.5 % Expected term of options, in years 4.00 Expected annual volatility 191.1 % Expected dividend yield 0 % Determined weighted average grant date fair value per option $ 0.19 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 three months ended March 31, 2024, is presented below (unaudited): SCHEDULE OF STOCK OPTION ACTIVITIES Number Weighted of Average Options Exercise (in shares) Price Outstanding, December 31, 2023 5,760,000 $ 0.14 Granted - - Outstanding, March 31, 2024 5,760,000 $ 0.14 Exercisable, March 31, 2024 5,760,000 $ 0.14 Stock-based compensation expense was approximately $ 13,000 15,000 The total compensation cost related to non-vested awards not yet recognized was approximately $ 67,000 360,000 (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, 2023 3,000,000 $ 0.12 Granted - - Exercised - - Forfeited or expired - - Outstanding, March 31, 2024 3,000,000 $ 0.12 The warrant agreements were amended on May 12, 2023 to extend the expiration date to June 28, 2025

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2024
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 2024 2023 Three Months Ended March 31, 2024 2023 Computed tax at the federal statutory rate of 21 $ (63,689 ) $ (56,452 ) State income taxes, net of federal income tax benefit (13,178 ) (11,680 ) Change in federal valuation allowance 85,164 87,972 Foreign rate differential (8,297 ) (19,840 ) Total provision for income tax $ - $ -

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
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 and a total liability of $ 2,819,196

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8— SUBSEQUENT EVENTS The Company evaluated subsequent events through the date these financial statements were available to be issued and filed with the SEC. During the fourth quarter of 2023, the Company entered into negotiations with NewStem stockholders for the acquisition of the shares not held by the Company. The negotiations are ongoing for the transaction in which the Company would acquire all outstanding shares in exchange for shares of NovelStem stock. Company management anticipates the transaction to conclude in the second quarter of 2024. In anticipation of the Company acquiring the remaining ownership of NewStem, the Company has loaned $ 500,000 to NewStem to ensure continuing operations. See Note 3. An additional 600,000 In April 2024, the Company borrowed $ 100,000 10 December 30, 2025 0.13

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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 April 1, 2024, from which the Company derived the balance sheet data at December 31, 2023. 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 10K filed with the Securities and Exchange Commission on April 1, 2024 for the years ended December 31, 2023 and 2022.
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
Derivative Financial Instruments	Derivative Financial Instruments The Company has in place a financial instrument, in the form of a note payable, with an identified embedded derivative in the form of a guarantee. The identified embedded derivative has been bifurcated and accounted for separately. Such derivative financial instruments are measured at fair value at each financial statement reporting date. If the fair value of a financial liability (the derivative) exceeds the proceeds received for the issuance of a hybrid instrument in an arms length transaction with no rights or privileges that require separate accounting recognition as an asset identified, then the embedded derivative is recorded at fair value with the excess of fair value over proceeds recognized as a loss in earnings. During the three months ended March 31, 2024, the Company recognized a gain on derivative financial instruments of $ 25,000
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 Three Months Ended March 31, 2024 2023 Net loss attributable to common shareholders $ (303,280 ) $ (268,821 ) Weighted average shares outstanding: -Basic 46,881,475 46,881,475 Add: Warrants - - Add: Stock options - - -Diluted 46,881,475 46,881,475 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) Options and warrants excluded from the computation of earnings per share: SCHEDULE OF WARRANTS AND STOCK OPTIONS 2024 2023 Three Months Ended March 31, 2024 2023 Warrants 3,000,000 3,000,000 Stock options 5,760,000 5,760,000 Anti-dilutive securities 5,760,000 5,760,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
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 Three Months Ended March 31, 2024 2023 Net loss attributable to common shareholders $ (303,280 ) $ (268,821 ) Weighted average shares outstanding: -Basic 46,881,475 46,881,475 Add: Warrants - - Add: Stock options - - -Diluted 46,881,475 46,881,475 Basic and diluted net loss per share $ (0.01 ) $ (0.01 )
SCHEDULE OF WARRANTS AND STOCK OPTIONS	Options and warrants excluded from the computation of earnings per share: SCHEDULE OF WARRANTS AND STOCK OPTIONS 2024 2023 Three Months Ended March 31, 2024 2023 Warrants 3,000,000 3,000,000 Stock options 5,760,000 5,760,000 Anti-dilutive securities 5,760,000 5,760,000

EQUITY METHOD INVESTMENTS (Tabl

EQUITY METHOD INVESTMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
New Stem Ltd [Member]
SCHEDULE OF INVESTMENTS	The following table represents the Company’s investment in NewStem: SCHEDULE OF INVESTMENTS 2024 2023 Three Months Ended March 31, 2024 Year Ended December 31, 2023 (Unaudited) Investment in NewStem, beginning $ 1,784,234 $ 2,090,286 Allocation of net loss from NewStem, Ltd. (51,859 ) (342,191 ) Gain on dilution of equity method investment - 36,139 Distribution from NetCo Investment in NewStem, ending $ 1,732,375 $ 1,784,234
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 2024 2023 Three Months Ended March 31, 2024 2023 Condensed income statement information: Net revenues $ - $ 95,000 Gross margin $ - $ 84,000 Net loss $ (170,000 ) $ (342,000 ) Company’s allocation of net loss from NewStem, Ltd. $ (51,859 ) $ (104,591 ) The financial position of the Company’s investment in NewStem is summarized below: 2024 2023 As of March 31, December 31, 2024 2023 (Unaudited) Condensed balance sheet information: Current assets $ 246,000 $ 353,000 Non-current assets $ 6,000 $ 9,000 Current liabilities $ 86,000 $ 284,000 Non-current liabilities $ 250,000 $ -
NetCo Partners [Member]
SCHEDULE OF INVESTMENTS	The following table represents the Company’s investment in NetCo: SCHEDULE OF INVESTMENTS Three Months Ended March 31, 2024 Year Ended December 31, 2023 (Unaudited) Investment in NetCo, beginning $ 133,709 $ 137,011 Allocation of net income (loss) from NetCo (1,351 ) 3,573 Distribution from NetCo - (6,875 ) Investment in NetCo, ending $ 132,358 $ 133,709
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 2024 2023 Three Months Ended March 31, 2024 2023 Condensed income statement information: Net sales $ 373 $ 15,750 Gross margin $ 373 $ 15,750 Net income $ (2,702 ) $ 15,750 Company’s allocation of net income from NetCo $ (1,351 ) $ 7,875 The financial position of the Company’s investment in NetCo is summarized below: 2024 2023 As of March 31, December 31, 2024 2023 (Unaudited) Condensed balance sheet information: Current assets $ 2,042 $ 1,820 Non-current assets $ 272,799 $ 272,799 Current liabilities $ 3,249 $ 325 Non-current liabilities $ - $ -

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
SCHEDULE OF LONG TERM NOTES PAYABLE	Long-term notes payable are summarized as follows: SCHEDULE OF LONG TERM NOTES PAYABLE As of March 31, December 31, 2024 2023 (Unaudited) Notes payable related parties: Notes payable director and Executive Chairman $ 650,000 $ 400,000 Accrued interest added to note balance 54,314 43,588 Total notes payable director and Executive Chairman 704,314 443,588 Note payable shareholder, principal amount 300,000 275,000 Less unamortized discount (193,787 ) (213,185 ) Total note payable shareholder 106,213 61,815 Note payable, litigation funding agreement: Note payable Omni Bridgeway (Fund 4) Invt. 3 L.P. 2,819,196 2,819,196 Accrued interest added to agreement balance 31,720 - Total note payable, litigation funding agreement 2,850,916 2,819,196 Total notes payable 3,661,443 3,324,599 Less current portion (2,850,916 ) - Long-term notes payable $ 810,527 $ 3,324,599

EQUITY (Tables)

EQUITY (Tables)	3 Months Ended
	Mar. 31, 2024
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 options issued during the three months ended March 31, 2023 (all in weighted averages): SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS Risk-free interest rate 3.5 % Expected term of options, in years 4.00 Expected annual volatility 191.1 % Expected dividend yield 0 % Determined weighted average grant date fair value per option $ 0.19
SCHEDULE OF STOCK OPTION ACTIVITIES	A summary of the Company’s option plans for the three months ended March 31, 2024, is presented below (unaudited): SCHEDULE OF STOCK OPTION ACTIVITIES Number Weighted of Average Options Exercise (in shares) Price Outstanding, December 31, 2023 5,760,000 $ 0.14 Granted - - Outstanding, March 31, 2024 5,760,000 $ 0.14 Exercisable, March 31, 2024 5,760,000 $ 0.14
SUMMARY OF WARRANTS ACTIVITY	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, 2023 3,000,000 $ 0.12 Granted - - Exercised - - Forfeited or expired - - Outstanding, March 31, 2024 3,000,000 $ 0.12

INCOME TAXES (Tables)

INCOME TAXES (Tables)	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
SCHEDULE OF INCOME BEFORE INCOME TAX	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 2024 2023 Three Months Ended March 31, 2024 2023 Computed tax at the federal statutory rate of 21 $ (63,689 ) $ (56,452 ) State income taxes, net of federal income tax benefit (13,178 ) (11,680 ) Change in federal valuation allowance 85,164 87,972 Foreign rate differential (8,297 ) (19,840 ) Total provision for income tax $ - $ -

NATURE OF OPERATIONS (Details N

NATURE OF OPERATIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Apr. 30, 2024	Dec. 31, 2023	Dec. 31, 2018	Sep. 30, 2018
Accumulated deficit	$ 293,431,091		$ 293,127,811		$ 6,750,000
Advance from borrowings			$ 350,000
Subsequent Event [Member]
Advance from borrowings		$ 350,000
Shareholders And Directors [Member]
Borrow for working capital needs	650,000
Additional Borrowings for working capital needs	$ 300,000
New Stem Ltd [Member]
Equity interest percentage	30.51%		30.51%	20%
NetCo 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
	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Net loss attributable to common shareholders	$ (303,280)	$ (268,821)
Weighted average shares outstanding:
-Basic	46,881,475	46,881,475
Add: Warrants
Add: Stock options
-Diluted	46,881,475	46,881,475
Basic net loss per share	$ (0.01)	$ (0.01)
Diluted net loss per share	$ (0.01)	$ (0.01)

SCHEDULE OF WARRANTS AND STOCK

SCHEDULE OF WARRANTS AND STOCK OPTIONS (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	3,000,000	3,000,000
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	5,760,000	5,760,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended
	Mar. 31, 2024 USD ($)
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.
Loss on derivative instrument	$ 25,000
NetCo Partners [Member]
Equity interest percentage	50%

SCHEDULE OF INVESTMENTS (Detail

SCHEDULE OF INVESTMENTS (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
New Stem Ltd [Member]
Investment in NetCo, beginning	$ 1,784,234	$ 2,090,286
Allocation of net income (loss) from NetCo	(51,859)	(342,191)
Gain on dilution of equity method investment		36,139
Investment in NetCo, ending	1,732,375	1,784,234
NetCo Partners [Member]
Investment in NetCo, beginning	133,709	137,011
Allocation of net income (loss) from NetCo	(1,351)	3,573
Distribution from NetCo		(6,875)
Investment in NetCo, ending	$ 132,358	$ 133,709

SCHEDULE OF OPERATIONS AND FINA

SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Net income	$ (303,280)	$ (268,821)
Company’s allocation of net income from NetCo	(53,210)	(96,716)
Current assets	36,036		$ 86,603
Current liabilities	3,296,562		346,480
Non-current liabilities	1,345,527		3,859,599
New Stem Ltd [Member]
Net sales		95,000
Gross margin		84,000
Net income	(170,000)	(342,000)
Company’s allocation of net income from NetCo	(51,859)	(104,591)
Current assets	246,000		353,000
Non-current assets	6,000		9,000
Current liabilities	86,000		284,000
Non-current liabilities	250,000
NetCo Partners [Member]
Net sales	373	15,750
Gross margin	373	15,750
Net income	(2,702)	15,750
Company’s allocation of net income from NetCo	(1,351)	$ 7,875
Current assets	2,042		1,820
Non-current assets	272,799		272,799
Current liabilities	3,249		325
Non-current liabilities

EQUITY METHOD INVESTMENTS (Deta

EQUITY METHOD INVESTMENTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 30, 2022	Mar. 31, 2024	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Advance payable		$ 250,000				$ 250,000
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	12,500	25,000
Shares acquisitions			$ 1,000,000	$ 1,000,000	$ 2,000,000
Equity interest percentage		30.51%			20%	30.51%
Audit and audit related costs		$ 37,000
Advance payable		$ 250,000				$ 250,000
Debt instrument maturity date		Dec. 30, 2024
Additional funding	$ 1,450,000
New Stem Ltd [Member] | Accounts Payable [Member]
Schedule of Equity Method Investments [Line Items]
Reimbursement due		$ 36,000
New Stem Ltd [Member] | Investment, Affiliated Issuer, Controlled, Not Majority-Owned [Member]
Schedule of Equity Method Investments [Line Items]
Carrying value of investment		$ 1,655,000				$ 1,800,000
NetCo 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 LONG TERM NOTES PAY

SCHEDULE OF LONG TERM NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Total notes payable	$ 3,661,443	$ 3,324,599
Less current portion	(2,850,916)
Long-term notes payable	810,527	3,324,599
Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member]
Total notes payable	2,819,196	2,819,196
Director and Executive Chairman [Member]
Total notes payable	704,314	443,588
Director and Executive Chairman [Member] | Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member]
Total notes payable	2,850,916	2,819,196
Related Party [Member] | Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member]
Accrued interest added to note balance	31,720
Related Party [Member] | Director and Executive Chairman [Member]
Total notes payable	650,000	400,000
Accrued interest added to note balance	54,314	43,588
Note payable, principal amount	300,000	275,000
Less unamortized discount	(193,787)	(213,185)
Related Party [Member] | Shareholder [Member]
Total notes payable	$ 106,213	$ 61,815

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended		12 Months Ended
	May 05, 2023	Nov. 11, 2022	Feb. 11, 2022	May 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Oct. 31, 2023
Short-Term Debt [Line Items]
Notes payable					$ 250,000		$ 250,000
Long term note payable					810,527		3,324,599
Accretion of discount on note payable					44,398
Liability					$ 4,642,089		$ 4,206,079
Two Short Term Notes Payable [Member]
Short-Term Debt [Line Items]
Interest rate							12%
Maturity date						Dec. 21, 2024
Debt instrument, description					The note agreements include a provision whereby, in the event of a capital raise transaction by the Company, the note holders would be entitled to participate in the transaction in an amount equal to 133% of the amounts owed on the note agreements at the closing of the transaction.
Interest expense debt					$ 7,479
New Stem Ltd [Member]
Short-Term Debt [Line Items]
Notes payable					$ 250,000		$ 250,000
Maturity date					Dec. 30, 2024
Hewlett Fund [Member]
Short-Term Debt [Line Items]
Notes payable							125,000
AIGH Investment Partners, LLC [Member]
Short-Term Debt [Line Items]
Notes payable							125,000
Two Individuals [Member]
Short-Term Debt [Line Items]
Notes payable				$ 600,000	$ 650,000
Interest rate				8%
Maturity date				Sep. 01, 2025
Short term debt, interest rate increase		10%
Proceeds form related party					650,000		400,000
Shareholder [Member]
Short-Term Debt [Line Items]
Maturity date	May 05, 2025
Long term note payable	$ 300,000
Advance of long term note payable	$ 150,000							$ 150,000
Derivative fair value liability					$ 535,000		535,000
Related Party [Member]
Short-Term Debt [Line Items]
Interest rate	0%
Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member]
Short-Term Debt [Line Items]
Notes payable							$ 310,000
Interest rate							5%
Maturity date							Jan. 10, 2025
Litigation settlement, expense			$ 1,000,000
Due to related parties							$ 933,065
Investment return due							1,886,131
Liability							$ 2,819,196

SCHEDULE OF FAIR VALUE OF OPTIO

SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity [Abstract]
Risk-free interest rate		3.50%
Expected term, in years		4 years
Risk-free interest rate		191.10%
Risk-free interest rate	0%	0%
Risk-free interest rate		$ 0.19

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITIES (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Equity [Abstract]
Number of Options Outstanding beginning | shares	5,760,000
Weighted Average Exercise Price Outstanding beginning | $ / shares	$ 0.14
Number of Options, Granted | shares
Weighted Average Exercise Price, Granted | $ / shares
Number of Options Outstanding ending | shares	5,760,000
Weighted Average Exercise Price Outstanding ending | $ / shares	$ 0.14
Number of Options Exercisable | shares	5,760,000
Weighted Average Exercise Price, Exercisable | $ / shares	$ 0.14

SUMMARY OF WARRANTS ACTIVITY (D

SUMMARY OF WARRANTS ACTIVITY (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2024 $ / 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 (Details Narrative)

EQUITY (Details Narrative) - USD ($)			3 Months Ended
	Apr. 01, 2024	Nov. 12, 2018	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued			46,881,475		46,881,475
Common stock, shares outstanding			46,881,475		46,881,475
Common stock, par value			$ 0.01		$ 0.01
Number of option granted
Granted term			7 years
Expected dividend yield			0%	0%
Stock-based compensation expense			$ 13,493	$ 15,077
Compensation cost				$ 67,000
Options unvested				360,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Maturity date			Jun. 28, 2025
Directot and Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of option granted		5,760,000
Director [Member] | Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of option granted	600,000

SCHEDULE OF INCOME BEFORE INCOM

SCHEDULE OF INCOME BEFORE INCOME TAX (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Computed tax at the federal statutory rate of 21%	$ (63,689)	$ (56,452)
State income taxes, net of federal income tax benefit	(13,178)	(11,680)
Change in federal valuation allowance	85,164	87,972
Foreign rate differential	(8,297)	(19,840)
Total provision for income tax

SCHEDULE OF INCOME BEFORE INC_2

SCHEDULE OF INCOME BEFORE INCOME TAX (Details) (Parenthetical)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Computed tax at the federal statutory rate	21%	21%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Liability	$ 4,642,089	$ 4,206,079
Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member]
Liability		$ 2,819,196
NetCo Partners [Member]
Equity interest percentage	50%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Apr. 01, 2024	Apr. 30, 2024	Mar. 31, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
[custom:NoteReceivableNonCurrent-0]			$ 500,000	$ 250,000
Number of option granted
Subsequent Event [Member] | Convertible Debt Agreements [Member]
Subsequent Event [Line Items]
Long term debt unrelated parties		$ 100,000
Debt instrumental stated percentage		1,000%
Debt instrument maturity date		Dec. 30, 2025
Debt conversion price	$ 0.13
Director [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Number of option granted	600,000
New Stem Ltd [Member]
Subsequent Event [Line Items]
[custom:NoteReceivableNonCurrent-0]				$ 500,000
Debt instrument maturity date			Dec. 30, 2024