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 |