Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-51012 | |
Entity Registrant Name | HEALTHTECH SOLUTIONS, INC./UT | |
Entity Central Index Key | 0001307624 | |
Entity Tax Identification Number | 84-2528660 | |
Entity Incorporation, State or Country Code | UT | |
Entity Address, Address Line One | 181 Dante Avenue | |
Entity Address, City or Town | Tuckahoe | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10707 | |
City Area Code | 844 | |
Local Phone Number | 926-3399 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 66,965,933 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 99,694 | $ 7,105 |
Prepaid expenses | 431,316 | 137,997 |
Loan receivable | 0 | 168,000 |
Total Current Assets | 531,010 | 313,102 |
Long Term Assets: | ||
Investment in and advance to non-consolidated affiliate | 110,000 | 110,000 |
Fixed Assets acquired net of accumulated depreciation | 113,333 | 0 |
Intangible assets net of accumulated amortization | 129,797 | 0 |
Total Long Term Assets | 353,130 | 110,000 |
Total Assets | 884,140 | 423,102 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 988,450 | 733,743 |
Loans from non-affiliated parties | 507,500 | |
Loans from shareholders | 837,098 | 336,921 |
Total Current Liabilities | 2,333,048 | 1,070,665 |
Total Liabilities | 2,333,048 | 1,070,665 |
Stockholders' Equity (Deficit): | ||
Series A preferred stock, $0.001 par value, 2,000,000 authorized, 110,520 and 156,837 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 110 | 110 |
Common stock, $0.001 par value, 200,000,000 shares authorized, 66,965,933 and 9,701,269 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 66,966 | 66,966 |
Additional paid-in capital | 9,833,286 | 9,833,286 |
Accumulated deficit | (11,223,302) | (10,547,924) |
Stockholders' Equity (Deficit) Attributable to the Company: | (1,322,941) | (647,563) |
Non controlling Interest | (125,967) | 0 |
Total Stockholders' Equity (Deficit) | (1,448,908) | (647,563) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 884,140 | $ 423,102 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 66,965,933 | 9,701,269 |
Common stock, shares outstanding | 66,965,933 | 9,701,269 |
Series A Preferred Stock [Member] | ||
Series A Preferred Stock, par value per share | $ 0.001 | $ 0.001 |
Series A Preferred Stock,shares authorized | 2,000,000 | 2,000,000 |
Series A Preferred Stock, shares issued | 110,520 | 156,837 |
Series A Preferred Stock,shares outstanding | 110,520 | 156,837 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating Expenses: | ||
General and administrative | 338,628 | 119,822 |
General and administrative-related party | 45,000 | 30,000 |
Research and development | 385,415 | 84,948 |
Research and development – related party | 18,000 | 18,000 |
Depreciation & Amortization | 14,302 | 9,722 |
Total Operating Expenses | 801,345 | 262,493 |
Loss from Operations | (801,345) | (262,493) |
Other Expenses (Income): | ||
Interest expense | 0 | 38,600 |
Change in fair value of derivative liabilities | 0 | (7,215) |
Total Other Expenses | 0 | 31,385 |
Loss before provision for income tax | (801,345) | (293,878) |
Provision for income tax | 0 | 0 |
Net Loss | (801,345) | (293,878) |
Net loss attributable to non-controlling interest | (125,967) | 0 |
Net Loss attributable to Controlling Interest | $ (675,378) | $ (293,878) |
Loss per common share | ||
Basic and diluted | $ (0.01) | $ (0.03) |
Weighted average shares outstanding | ||
Basic and diluted | 66,965,932 | 9,701,269 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S (DEFICIENCY) EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at December 31, 2021 at Dec. 31, 2020 | $ 9,701 | $ 157 | $ 866,251 | $ (1,438,706) | $ (562,597) | |
Beginning balance, shares at Dec. 31, 2020 | 9,701,269 | 156,837 | ||||
Capital contributions | 4,558 | 4,558 | ||||
Net loss | (293,877) | (293,877) | ||||
Balance at March 31, 2022 at Mar. 31, 2021 | $ 9,701 | $ 157 | 870,809 | (1,732,582) | (851,915) | |
Ending balance, shares at Mar. 31, 2021 | 9,701,269 | 156,837 | ||||
Balance at December 31, 2021 at Dec. 31, 2021 | $ 66,966 | $ 110 | 9,833,286 | (10,547,924) | (647,563) | |
Beginning balance, shares at Dec. 31, 2021 | 66,965,933 | 110,520 | ||||
Net loss | (675,378) | (125,967) | (801,345) | |||
Balance at March 31, 2022 at Mar. 31, 2022 | $ 66,966 | $ 110 | $ 9,833,286 | $ (11,223,302) | $ (125,967) | $ (1,448,908) |
Ending balance, shares at Mar. 31, 2022 | 66,965,933 | 110,520 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (801,345) | $ 293,877 |
Adjustments to Reconcile Net Loss to Net Cash used in operating activities: | ||
Amortization expense | 7,635 | 9,722 |
Depreciation expense | 6,667 | |
Amortization of discount on convertible debenture | 27,303 | |
Fair value change in derivative liabilities | (7,215) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (33,319) | 10,000 |
Accrued interest | 11,297 | |
Accrued expenses | 104,356 | (80,169) |
Accounts payable | 150,351 | 96,559 |
Net cash used in operating activities | (565,655) | (226,380) |
Cash flows from investing activities: | ||
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds of loans from shareholders | 500,177 | 49,119 |
Loan receivable | (349,432) | |
Loans from non-affiliated parties | 507,500 | |
Capital contributions | 50,000 | |
Paid In Capital | 4,558 | |
Net cash provided by financing activities | 658,245 | 103,677 |
Net increase (decrease) in cash | 92,590 | (122,703) |
Cash, beginning of period | 7,105 | 128,996 |
Cash, end of period | 99,694 | 6,293 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | $ 0 | $ 0 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Healthtech Solutions, Inc. (the “Company”) was incorporated in Utah on October 18, 1985. Since November 16, 2020, when the Company acquired all of the outstanding capital stock of Medi-Scan Inc., Healthtech Solutions has been pursuing a business plan in which the Company will acquire and/or invest in cutting edge healthcare technology in the medical device, biopharma and pharmaceutical fields. The goal will be to nurture these early stage ventures with financial support and administrative and technological assistance until their respective medical solutions are ready to enter the market. At the present time, the Company’s portfolio consists of three subsidiaries: 100% of Medi-Scan, Inc. and RevHeart, Inc. and 70% of Healthtech Wound Care, Inc. Acquisition of Medi-Scan Inc. Medi-Scan Inc. was organized in the State of Florida on September 25, 2018. In December 2018, Medi-Scan acquired a portfolio of intellectual property relating to medical imaging. Since December 2018, Medi-Scan has been engaged in developing practical applications for the medical imaging technology as well as related medical technology. In 2020 Medi-Scan applied for two patents based on the technology developed in the prior two years. On November 12, 2020, Healthtech Solutions, Inc. entered into an exchange agreement with Medi-Scan, Inc. ("Medi-Scan") and all of the shareholders of Medi-Scan, pursuant to which the shareholders of Medi-Scan agreed to transfer all of the issued and outstanding stock of Medi-Scan to Healthtech Solutions, Inc., and Healthtech Solutions, Inc. agreed to issue to the shareholders of Medi-Scan, Inc. 156,837 shares of its Series A Preferred Stock, which at that time represented 97% of the equity in Healthtech Solutions. The exchange of equity (the "Share Exchange") was completed on November 16, 2020. As a result of the Share Exchange, the Medi-Scan shareholders become the majority shareholders and had control of Healthtech Solutions. On November 12, 2020, when the Share Exchange Agreement was executed, the three members of the Healthtech Solutions Board of Directors were also the three managing members of Medi-Scan, entities under their control owned a majority of the outstanding capital stock of Medi-Scan, and an entity under the control of one of them owned a majority of the outstanding capital stock of Healthtech Solutions. Therefore, the Share Exchange was accounted for as a business combination of entities under common control in accordance with ASC 805-50-30-5. Accordingly, the assets and liabilities of Medi-Scan are presented at their carrying values as of the date of the Share Exchange. Organization of RevHeart, Inc. Healthtech Solutions organized RevHeart, Inc. in March 2021. RevHeart is focused on novel approaches to correct cardiac rhythm abnormalities using electromagnetic waveforms in an innovative approach called entrainment. Entrainment, which is currently used in tachycardia (rapid heartbeat), works by linking the patient’s abnormal heart rhythm together with a normal heart rhythm, and gently encouraging the abnormal rhythm to revert to a more normal rhythm. As part of these efforts, RevHeart is developing software technology that compares a healthy heart rhythm electronic signal with a damaged heart’s signal, and subsequently derives an electronic signal representing the potentially curative waveform. Acquisition of Wound Care Business In January 2022 Healthtech Solutions organized Healthtech Wound Care, Inc. (“HWC”), which then acquired the business carried on by Predictive Biotech, Inc. (“ 517,432 Acquisition of Wound Care Business (continued) HWC’s plan is to use the business acquired from PBI as the foundation for HWC’s program of identifying and developing a pipeline of human cell and tissue product (HCT/Ps) candidates that we believe have novel mechanisms of action and immediate clinical potential in accordance with applicable federal regulations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2021, filed with the SEC on April 15, 2022. The accompanying consolidated financial statements reflect the accounts of Healthtech Solutions, Inc. and its subsidiaries, Medi-Scan, RevHeart and Healthtech Wound Care, All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Software Development Costs In accordance with ASC 985-20, the Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers. Research and Development Research and development costs are expensed when incurred. Research and development costs include costs of research, engineering, and technical activities to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses. Intangible Assets The Company reviews goodwill and intangible assets with indefinite lives for impairment according to the provisions of ASC Topic 350: "Intangibles - Goodwill and Other" Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Share-Based Compensation The Company follows the provisions of FASB ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and recognized over its vesting period. No equity instruments were granted to employees during the quarter ending March 31, 2022 and no compensation expense is required to be recognized under provisions of ASC 718 with respect to employees. Fair Value of Financial Instruments The Company follows ASC 825-10-50-10 with respect to disclosures about fair value of its financial instruments and ASC 820-10-35-37 to measure the fair value of its financial instruments. ASC 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: · Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. · Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. · Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. Financial assets and liabilities of the Company primarily consist of cash, prepaid expenses, accounts payable and accrued liabilities, other payables and convertible debentures. As of March 31, 2022, the carrying values of these financial instruments (other than convertible debentures) approximated their fair values due to the short-term nature of these instruments. See There were no transfers between level 1, level 2 or level 3 measurements during the quarter ending March 31, 2022. Earnings Per Share The Company calculates earnings per share (“EPS”) as required by ASC 260, Earnings Per Share. Basic EPS is calculated by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, excluding common stock equivalents. Diluted EPS is computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, plus the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For periods with a net loss, the dilutive common stock equivalents are excluded from the diluted EPS calculation. For purposes of this calculation, common stock subject to repurchase by the Company, options, and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive. Income Taxes The Company follows ASC Topic 740, Income Taxes, which requires the recognition of deferred income taxes for the differences between the basis of assets and liabilities for financial statements and income tax purposes. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are also recognized for operating losses and for tax credit carryforwards. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740-10-30 requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under ASC 740-10-30, tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Under ASC 740-10-40, previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company had no material uncertain tax positions as of March 31, 2022 or December 31, 2021. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or the deferred tax asset valuation allowance. Recently Adopted Accounting Standards The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any recently issued pronouncements to have an impact on its results of operations or financial position. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenue since inception, and has an accumulated deficit of $ 11,218,346 Management anticipates that the Company will be dependent, for the near future, on additional investment capital or debt to fund operating expenses until its planned operations generate sufficient revenue to offset the Company’s expenses. Management, therefore, is actively pursuing sources of investment capital, including both investment into Healthtech Solutions and investment into one or more of its subsidiaries. At present, the Company has received no firm commitment of investment capital. The Company is financing its current operations, therefore, by means of loans from its shareholders and a third party. None of these parties, however, has any contractual or other commitment to continue to lend money to the Company. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 – INTANGIBLE ASSETS The Company’s intangible assets as of March 31, 2022 consisted of two patents pending that were acquired by Healthtech Wound Care, Inc. on January 31, 2022 and valued on that date at $ 137,432 7,635 0 The Company’s intangible assets during the quarter ended March 31, 2021 consisted of the intellectual property relating to medical imaging contributed to Medi-Scan in 2018 as a capital contribution. The intangible assets were amortized over three years. Amortization expense relating to the intangible assets totaled $ 0 29,166 |
INVESTMENT IN AND ADVANCE TO NO
INVESTMENT IN AND ADVANCE TO NON-CONSOLIDATED SUBSIDIARY | 3 Months Ended |
Mar. 31, 2022 | |
Investment In And Advance To Non-consolidated Subsidiary | |
INVESTMENT IN AND ADVANCE TO NON-CONSOLIDATED SUBSIDIARY | NOTE 5 – INVESTMENT IN AND ADVANCE TO NON-CONSOLIDATED SUBSIDIARY On May 7, 2021 the Company acquired ownership of Varian Biopharmaceuticals, Inc. (“Varian”) from its original shareholders (the “Varian Shareholders”) in exchange for 29,737 The parties subsequently agreed that the relationship between Healthtech Solutions and Varian was not achieving its intended results. Therefore, on November 9, 2021, the Company entered into a Share Exchange Agreement (the "SEA") with the Varian Shareholders. in order to unwind its acquisition of Varian. Pursuant to the SEA, (a) the Varian Shareholders returned to Healthtech all of the outstanding shares of Healthtech Series C Preferred Stock and (b) Healthtech caused all of the outstanding shares of Varian common stock to be returned to the Varian Shareholders. Immediate subsequently, Varian issued to Healthtech Varian shares that represent 5.5% of the outstanding shares of Varian. The Company has valued its 5.5% interest in Varian at $ 60,000 50,000 |
ACQUISITION OF WOUND CARE BUSIN
ACQUISITION OF WOUND CARE BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Acquisition Of Wound Care Business | |
ACQUISITION OF WOUND CARE BUSINESS | NOTE 6 – ACQUISITION OF WOUND CARE BUSINESS On January 31, 2022, pursuant to the Asset Purchase Agreement dated January 18, 2022 among the Company and its newly-organized subsidiary, Healthtech Wound Care, Inc. (“HWC”), Predictive Technology Group, Inc. (“PTG”) and its subsidiary, Predictive Biotech, Inc. (“Biotech”), HWC acquired the assets of Biotech that were related to Biotech’s wound care business and entered into an Operations Agreement with Biotech and PTG containing terms of their future relationship. The Company received from PTG three year options to purchase Biotech and/or Cellsure, LLC, another subsidiary of PTG, each for a purchase price of $ 10 In consideration of the transfer of its wound care business to HWC, HWC issued preferred shares to Biotech and the Company paid Biotech and PTG $ 517,432 3.5 The Company accounted for the acquisition as a business combination. The Company determined that the consideration for the business was the sum of $ 517,432 The following table summarizes the fair values assigned to the assets acquired: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Consideration Cash paid $ 517,432 Assets Acquired Equipment $ 120,000 Patents Pending 137,432 Prepaid Commissions 260,000 Net assets acquired $ 517,432 |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 7 – RELATED PARTIES David Rubin was a managing member of Medi-Scan commencing in May 2020 and served as Chairman and CEO of Healthtech Solutions from September 2020 through July 19, 2021. In May 2020 David Rubin, through his personal holding company, Storm Funding LLC, agreed to contribute $ 250,000 4,558 435,250 5,598 st On May 4, 2021 the Company entered into an Advisory Agreement with Kleinfeld Legal Services P.A., which is owned by Denis Kleinfeld. Mr. Kleinfeld was, until April 24, 2021, a member of the Company's Board of Directors. Pursuant to the Advisory Agreement, Kleinfeld Legal Services P.A. will provide legal and advisory services to Medi-Scan Inc. during the two years ended May 4, 2023. In consideration of the services, the Company agreed to pay Kleinfeld Legal Services a $ 100,000 150,000 200,000 st 37,500 During the first quarter of 2022, the Company borrowed $ 500,177 |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS EQUITY | NOTE 8 – SHAREHOLDERS EQUITY Authorized Capital Stock The following table sets forth information, as of March 31, 2022, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Healthtech Solutions, Inc. Summary of Shareholders Equity Class Shares Authorized Shares Outstanding Common Stock, $.001 par value 200,000,000 66,965,933 Series A Preferred Stock, $.001 par value 156,937 110,520 Undesignated Preferred Stock, $.001 par value 1,843,163 0 Series A Preferred Stock. When first authorized, each share of Series A Preferred Stock was convertible by the holder at any time into two thousand (2,000) shares of Common Stock and had voting rights equivalent to the voting rights of 2,000 shares of common stock. entitles a stockholder to voting rights equivalent to those of 50 shares of Common Stock on all matters upon which stockholders are permitted to vote. Undesignated Preferred Stock. Capital Contributions Medi-Scan's founders contributed $0 during the three months ended March 31,2022, and $4,558 to the Company during the three months ended March 31, 2021. |
EXCHANGEABLE NOTES AND CONVERTI
EXCHANGEABLE NOTES AND CONVERTIBLE DEBENTURES | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
EXCHANGEABLE NOTES AND CONVERTIBLE DEBENTURES | NOTE 9 – EXCHANGEABLE NOTES AND CONVERTIBLE DEBENTURES In August and September of 2020, Medi-Scan issued four 7% Exchangeable Promissory Notes in the aggregate principal amount of $375,000. Principal and interest were payable on the Notes on January 31, 2021 In November of 2020, by reason of the Share Exchange, the four 7% Exchangeable Promissory Notes were automatically exchanged for 7% Convertible Debentures issued by Healthtech Solutions in a principal amount of $381,505, which was equal to the principal of and accrued interest on the Notes. Then, during December of 2020, Healthtech Solutions issued four additional 7% Convertible Debentures in the aggregate principal amount of $250,000 in exchange for payment of cash in that amount. On February 4, 2021 an additional debenture was issued in the amount $50,000 The 7% Convertible Debentures were convertible into common stock, at the holders’ option, at a 30% discount to the market price of the Company’s common stock. The Company determined that the conversion feature represented a derivative financial instrument embedded in the Debentures. The accounting treatment of derivative financial instruments requires that the Company record the fair value of that derivative financial instrument as a discount to the value of the Debentures as of the inception date of each Debenture 349,202 27,303 351,202 . On May 6, 2021, by agreement with the holders of the 7% Convertible Debentures, the Company issued 3,507,164 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS The Company determined that the conversion feature of the 7 The fair value of the derivatives embedded in the 7 0 167 9.0 January 31, 2024 At March 31, 2021, the Company marked to market the fair value of the nine derivatives and determined a fair value of $ 359,608 7,215 A summary of changes in Convertible Debentures for the period ending March 31, 2021 was as follows: Summary of Changes in Convertible Debentures Balance at December 31, 2020 $ 334,933 Issuance in February 2021 $ 25,388 Change in fair value (7,215 ) Balance at March 31, 2021 $ 353,106 |
INCOME TAX
INCOME TAX | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 11 – INCOME TAX The provision (benefit) for income taxes consisted of the following for the three month periods ended March 31, 2022 and 2021: Schedule of Provision for Income Taxes March 31, 2022 March 31, 2021 U.S. federal statutory rate 21.0 % 21.0 % State tax, net of federal benefit 5.0 % 5.0 % Change in valuation allowance ( 26.0 %) ( 26.0 %) Net deferred tax assets — — The following table reconciles the effective income tax rates with the statutory rates for the three month periods ended March 31, 2022 and 2021: Schedule of Effective Income Tax Rate Reconciliation U.S. federal statutory rate 21.0 % State tax, net of federal benefit 5.0 % Change in valuation allowance 26.0 % Effective income tax rate — % Deferred tax assets are comprised of the following: Schedule of Deferred Tax Assets March 31, 2022 December 31, 2021 Net operating loss carryforwards $ 11,218,346 $ 10,547,924 Valuation allowance (11,218,346 ) (10,547,924 ) Net deferred tax assets — $ — At March 31, 2022, the Company had approximately $ 11,218,346 Through 2036, the amount and utilization of any future net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more likely than not that future benefit of the deferred tax asset will not be realized principally due to the continuing losses from operations and the change of ownership limitations and has therefore established a full valuation allowance. The tax years ending December 31, 2020 and 2021 remain open to examination by the taxing authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company’s management has performed subsequent events procedures through the date these financial statements were issued and determined that there are no reportable subsequent events. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2021, filed with the SEC on April 15, 2022. The accompanying consolidated financial statements reflect the accounts of Healthtech Solutions, Inc. and its subsidiaries, Medi-Scan, RevHeart and Healthtech Wound Care, All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. |
Software Development Costs | Software Development Costs In accordance with ASC 985-20, the Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers. |
Research and Development | Research and Development Research and development costs are expensed when incurred. Research and development costs include costs of research, engineering, and technical activities to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses. |
Intangible Assets | Intangible Assets The Company reviews goodwill and intangible assets with indefinite lives for impairment according to the provisions of ASC Topic 350: "Intangibles - Goodwill and Other" |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. |
Share-Based Compensation | Share-Based Compensation The Company follows the provisions of FASB ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and recognized over its vesting period. No equity instruments were granted to employees during the quarter ending March 31, 2022 and no compensation expense is required to be recognized under provisions of ASC 718 with respect to employees. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows ASC 825-10-50-10 with respect to disclosures about fair value of its financial instruments and ASC 820-10-35-37 to measure the fair value of its financial instruments. ASC 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: · Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. · Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. · Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. Financial assets and liabilities of the Company primarily consist of cash, prepaid expenses, accounts payable and accrued liabilities, other payables and convertible debentures. As of March 31, 2022, the carrying values of these financial instruments (other than convertible debentures) approximated their fair values due to the short-term nature of these instruments. See There were no transfers between level 1, level 2 or level 3 measurements during the quarter ending March 31, 2022. |
Earnings Per Share | Earnings Per Share The Company calculates earnings per share (“EPS”) as required by ASC 260, Earnings Per Share. Basic EPS is calculated by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, excluding common stock equivalents. Diluted EPS is computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding for the period, plus the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For periods with a net loss, the dilutive common stock equivalents are excluded from the diluted EPS calculation. For purposes of this calculation, common stock subject to repurchase by the Company, options, and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive. |
Income Taxes | Income Taxes The Company follows ASC Topic 740, Income Taxes, which requires the recognition of deferred income taxes for the differences between the basis of assets and liabilities for financial statements and income tax purposes. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are also recognized for operating losses and for tax credit carryforwards. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740-10-30 requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under ASC 740-10-30, tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Under ASC 740-10-40, previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company had no material uncertain tax positions as of March 31, 2022 or December 31, 2021. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or the deferred tax asset valuation allowance. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any recently issued pronouncements to have an impact on its results of operations or financial position. |
ACQUISITION OF WOUND CARE BUS_2
ACQUISITION OF WOUND CARE BUSINESS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Acquisition Of Wound Care Business | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Consideration Cash paid $ 517,432 Assets Acquired Equipment $ 120,000 Patents Pending 137,432 Prepaid Commissions 260,000 Net assets acquired $ 517,432 |
SHAREHOLDERS EQUITY (Tables)
SHAREHOLDERS EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Shareholders Equity | Summary of Shareholders Equity Class Shares Authorized Shares Outstanding Common Stock, $.001 par value 200,000,000 66,965,933 Series A Preferred Stock, $.001 par value 156,937 110,520 Undesignated Preferred Stock, $.001 par value 1,843,163 0 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Summary of Changes in Convertible Debentures | Summary of Changes in Convertible Debentures Balance at December 31, 2020 $ 334,933 Issuance in February 2021 $ 25,388 Change in fair value (7,215 ) Balance at March 31, 2021 $ 353,106 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | Schedule of Provision for Income Taxes March 31, 2022 March 31, 2021 U.S. federal statutory rate 21.0 % 21.0 % State tax, net of federal benefit 5.0 % 5.0 % Change in valuation allowance ( 26.0 %) ( 26.0 %) Net deferred tax assets — — |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation U.S. federal statutory rate 21.0 % State tax, net of federal benefit 5.0 % Change in valuation allowance 26.0 % Effective income tax rate — % |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets March 31, 2022 December 31, 2021 Net operating loss carryforwards $ 11,218,346 $ 10,547,924 Valuation allowance (11,218,346 ) (10,547,924 ) Net deferred tax assets — $ — |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) | Nov. 12, 2020shares |
Medi Scan Inc [Member] | Series A Preferreds Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Agreed number of shares issued to shareholders | 517,432 |
Exchange Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Agreement description | Healthtech Solutions, Inc. entered into an exchange agreement with Medi-Scan, Inc. ("Medi-Scan") and all of the shareholders of Medi-Scan, pursuant to which the shareholders of Medi-Scan agreed to transfer all of the issued and outstanding stock of Medi-Scan to Healthtech Solutions, Inc., and Healthtech Solutions, Inc. agreed to issue to the shareholders of Medi-Scan, Inc. 156,837 shares of its Series A Preferred Stock, which at that time represented 97% of the equity in Healthtech Solutions. The exchange of equity (the "Share Exchange") was completed on November 16, 2020. |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | Mar. 31, 2022USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accumulated deficit | $ 11,218,346 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets | $ 137,432 | |
Amortization expense | 7,635 | $ 0 |
Amortization expense | $ 0 | $ 29,166 |
INVESTMENT IN AND ADVANCE TO _2
INVESTMENT IN AND ADVANCE TO NON-CONSOLIDATED SUBSIDIARY (Details Narrative) - USD ($) | May 07, 2021 | Mar. 31, 2022 |
Healthtech Solutions [Member] | Series C Preferred Shares [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Business acquisition exchange of shares | 29,737 | |
Varian Biopharmaceutical Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Fair market value | $ 60,000 | |
Receivable | $ 50,000 |
ACQUISITION OF WOUND CARE BUS_3
ACQUISITION OF WOUND CARE BUSINESS (Details) | Jan. 31, 2022USD ($) |
Consideration | |
Cash paid | $ 517,432 |
Assets Acquired | |
Equipment | 120,000 |
Patents Pending | 137,432 |
Prepaid Commissions | 260,000 |
Net assets acquired | $ 517,432 |
ACQUISITION OF WOUND CARE BUS_4
ACQUISITION OF WOUND CARE BUSINESS (Details Narrative) - Asset Purchase Agreement [Member] | 1 Months Ended |
Jan. 31, 2022USD ($) | |
Offsetting Assets [Line Items] | |
Purchase price | $ 10 |
Acquisition paid | 517,432 |
Acquisition cash flow | 3,500,000 |
Consideration of business | $ 517,432 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Capital contributions | $ 50,000 | ||
Borrowings | $ 500,177 | ||
David Rubin [Member] | E Prodigy Financial L L C [Member] | |||
Related Party Transaction [Line Items] | |||
Related party debt | 5,598 | ||
Mr Rubin [Member] | E Prodigy Financial L L C [Member] | |||
Related Party Transaction [Line Items] | |||
Related party debt | 435,250 | ||
Denis Kleinfeld [Member] | Advisory Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Legal service signing fee | 100,000 | ||
Service fee | 150,000 | ||
Legal Services | 37,500 | $ 200,000 | |
Storm Funding L L C [Member] | May Two Thousand Twenty [Member] | David Rubin [Member] | |||
Related Party Transaction [Line Items] | |||
Capital contributions | 250,000 | ||
Settlement of obligation | $ 4,558 |
SHAREHOLDERS EQUITY (Details)
SHAREHOLDERS EQUITY (Details) | Mar. 31, 2022shares |
Series A Preferred Stock - $.001 Par Value[Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares Authorized | 156,937 |
Shares Outstanding | 110,520 |
Undesignated Preferred Stock $.001 Par Value [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares Authorized | 1,843,163 |
Shares Outstanding | 0 |
Common Stock - $.001 Par Value [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares Authorized | 200,000,000 |
Shares Outstanding | 66,965,933 |
SHAREHOLDERS EQUITY (Details Na
SHAREHOLDERS EQUITY (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 | |
Medi Scans Founder [Member] | |
Class of Stock [Line Items] | |
Capital contribution description | Medi-Scan's founders contributed $0 during the three months ended March 31,2022, and $4,558 to the Company during the three months ended March 31, 2021. |
Series A Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Preferred stock, convertible, terms | When first authorized, each share of Series A Preferred Stock was convertible by the holder at any time into two thousand (2,000) shares of Common Stock and had voting rights equivalent to the voting rights of 2,000 shares of common stock. |
Preferred stock voting rights | entitles a stockholder to voting rights equivalent to those of 50 shares of Common Stock on all matters upon which stockholders are permitted to vote. |
EXCHANGEABLE NOTES AND CONVER_2
EXCHANGEABLE NOTES AND CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | Mar. 31, 2021 | Nov. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | May 06, 2021 |
Short-Term Debt [Line Items] | |||||||
Interest expenses | $ 0 | $ 38,600 | |||||
Convertible Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Exchangeable promissory note description | by reason of the Share Exchange, the four 7% Exchangeable Promissory Notes were automatically exchanged for 7% Convertible Debentures issued by Healthtech Solutions in a principal amount of $381,505, which was equal to the principal of and accrued interest on the Notes. Then, during December of 2020, Healthtech Solutions issued four additional 7% Convertible Debentures in the aggregate principal amount of $250,000 in exchange for payment of cash in that amount. On February 4, 2021 an additional debenture was issued in the amount $50,000 | Medi-Scan issued four 7% Exchangeable Promissory Notes in the aggregate principal amount of $375,000. Principal and interest were payable on the Notes on January 31, 2021 | |||||
Convertible Notes Payable [Member] | Common Shares [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible debenture conversion term | The 7% Convertible Debentures were convertible into common stock, at the holders’ option, at a 30% discount to the market price of the Company’s common stock. The Company determined that the conversion feature represented a derivative financial instrument embedded in the Debentures. The accounting treatment of derivative financial instruments requires that the Company record the fair value of that derivative financial instrument as a discount to the value of the Debentures as of the inception date of each Debenture | ||||||
Fair value of derivative liability | $ 349,202 | ||||||
Amortized Interest expense | $ 27,303 | ||||||
Interest expenses | $ 351,202 | ||||||
Debt instrument Unamortized discount | $ 3,507,164 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Investments, All Other Investments [Abstract] | |
Balance at December 31, 2020 | $ 334,933 |
Issuance in February 2021 | 25,388 |
Change in fair value | (7,215) |
Balance at March 31, 2021 | $ 353,106 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details Narrative) - Derivative Financial Instruments, Liabilities [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of embeded feature | 7.00% | 7.00% | |
Dividend yield | 0.00% | ||
Expected volatility | 167.00% | ||
Weighted average risk free interest rate | 9.00% | ||
Expected life | Jan. 31, 2024 | ||
Fair value of derivative liability | $ 359,608 | ||
Change in fair value of derivative | $ 7,215 |
INCOME TAX (Details)
INCOME TAX (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
U.S. federal statutory rate | 21.00% | |
State tax, net of federal benefit | 5.00% | |
Change in valuation allowance | 26.00% | |
Medi Scan [Member] | ||
U.S. federal statutory rate | 21.00% | 21.00% |
State tax, net of federal benefit | 5.00% | 5.00% |
Change in valuation allowance | 26.00% | 26.00% |
Net deferred tax assets | 0.00% | 0.00% |
INCOME TAX (Details 1)
INCOME TAX (Details 1) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
U.S. federal statutory rate | 21.00% |
State tax, net of federal benefit | 5.00% |
Change in valuation allowance | 26.00% |
Effective income tax rate |
INCOME TAX (Details 2)
INCOME TAX (Details 2) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 11,218,346 | $ 10,547,924 |
Valuation allowance | (11,218,346) | (10,547,924) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 11,218,346 |
Operating loss carryforward limitations on use | Through 2036, the amount and utilization of any future net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code |