Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 05, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41282 | ||
Entity Registrant Name | SUNSHINE BIOPHARMA, INC. | ||
Entity Central Index Key | 0001402328 | ||
Entity Tax Identification Number | 20-5566275 | ||
Entity Incorporation, State or Country Code | CO | ||
Entity Address, Address Line One | 6500 Trans-Canada Highway | ||
Entity Address, Address Line Two | 4th Floor | ||
Entity Address, Address Line Three | Pointe-Claire | ||
Entity Address, City or Town | Quebec | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | H9R 0A5 | ||
City Area Code | (514) | ||
Local Phone Number | 426-6161 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 62,197,730 | ||
Entity Common Stock, Shares Outstanding | 7,129,778 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO | ||
Auditor Firm ID | 5041 | ||
Common Stock [Member] | |||
Title of 12(b) Security | Common Stock, par value $0.001 | ||
Trading Symbol | SBFM | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | SBFMW | ||
Security Exchange Name | NASDAQ |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheet - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 2,045,167 | $ 989,888 |
Accounts receivable | 7,798 | 1,916 |
Inventory | 105,650 | 23,771 |
Prepaid expenses | 29,625 | 2,778 |
Deposits | 7,590 | 7,590 |
Total Current Assets | 2,195,830 | 1,025,943 |
Equipment (net of $64,016 and $51,485 depreciation, respectively) | 7,061 | 19,531 |
Patents (net of $58,918 amortization and $556,120 impairment) | 0 | 0 |
TOTAL ASSETS | 2,202,891 | 1,045,474 |
Current Liabilities: | ||
Notes payable, net of discount | 0 | 820,454 |
Notes payable - related party | 0 | 143,661 |
Accounts payable & accrued expenses | 42,942 | 62,870 |
Interest payable | 48,287 | 24,320 |
Total Current Liabilities | 91,229 | 1,051,305 |
Long-term portion of notes payable | 1,900,000 | 949,006 |
TOTAL LIABILITIES | 1,991,229 | 2,000,311 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Series B $0.10 par value per share; Authorized 1,000,000 shares; Issued and outstanding 1,000,000 shares | 100,000 | 100,000 |
Common Stock, $0.001 par value per share; Authorized 3,000,000,000 Shares; Issued and outstanding 2,591,240 and 1,732,096 at December 31, 2021 and 2020 | 2,591 | 1,732 |
Capital paid in excess of par value | 32,787,384 | 19,165,029 |
Accumulated comprehensive income | (23,139) | (2,871) |
Accumulated (Deficit) | (32,655,174) | (20,218,727) |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 211,662 | (954,837) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 2,202,891 | $ 1,045,474 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheet (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equipment depreciation | $ 64,016 | $ 51,485 |
Patent amortization | 58,918 | 58,918 |
Patent impairment | $ 556,120 | $ 556,120 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 2,591,240 | 1,732,096 |
Common stock, shares outstanding | 2,591,240 | 1,732,096 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue: | $ 228,426 | $ 71,410 |
Cost of sales | 117,830 | 25,847 |
Gross profit | 110,596 | 45,563 |
General & Administrative Expenses: | ||
Accounting | 118,423 | 81,524 |
Consulting | 50,873 | 15,360 |
Legal | 194,874 | 89,587 |
Office | 248,561 | 148,242 |
Officer & director remuneration | 1,215,307 | 271,930 |
Patent fees | 37,742 | 0 |
R&D | 672,209 | 1,728 |
Depreciation | 12,741 | 14,066 |
Total General & Administrative Expenses | 2,550,730 | 622,437 |
(Loss) from operations | (2,440,134) | (576,874) |
Other Income (expense): | ||
Loss on debt conversions | (9,726,485) | (2,057,513) |
Foreign exchange (loss) | 50 | 4,891 |
Interest expense | (328,818) | (168,105) |
Miscellaneous income | 0 | 3,000 |
Debt release | 51,031 | 7,674 |
Interest forgiveness | 7,909 | 2,836 |
Total Other (Expense) | (9,996,313) | (2,207,217) |
Net (loss) before income taxes | (12,436,447) | (2,784,091) |
Provision for income taxes | 0 | 0 |
Net (Loss) | (12,436,447) | (2,784,091) |
Other comprehensive income: | ||
Gain (Loss) from foreign exchange translation | 20,268 | 376 |
Comprehensive (Loss) | $ (12,416,179) | $ (2,783,715) |
Basic and diluted (Loss) per common share | $ (4.76) | $ (2.73) |
Weighted Average Common Shares Outstanding (Basic & Diluted) | 2,612,061 | 1,020,482 |
Statement of Shareholder's Equi
Statement of Shareholder's Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Preferred Stock [Member] | Comprehensive Income [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 177 | $ 16,651,569 | $ 50,000 | $ (2,495) | $ (17,434,636) | $ (735,385) |
Begining balance, shares at Dec. 31, 2019 | 176,600 | 500,000 | ||||
Common stock issued for reduction of debt and interest | $ 1,555 | 2,513,460 | $ 2,515,015 | |||
Common stock issued for reduction of debt and interest ,shares | 1,555,497 | 1,555,495 | ||||
Series B Preferred Stock | $ 50,000 | $ 50,000 | ||||
Stock Issued During Period, Shares, New Issues | 500,000 | |||||
Net (loss) | (376) | (2,784,091) | (2,784,467) | |||
Ending balance, value at Dec. 31, 2020 | $ 1,732 | 19,165,029 | $ 100,000 | (2,871) | (20,218,727) | (954,837) |
Ending balance, shares at Dec. 31, 2020 | 1,732,096 | 1,000,000 | ||||
Common stock issued for reduction of debt and interest | $ 559 | 12,704,655 | $ 12,705,214 | |||
Common stock issued for reduction of debt and interest ,shares | 559,144 | 559,144 | ||||
Common stock issued for services | $ 299 | 917,701 | $ 918,000 | |||
Common stock issued for services , shares | 300,000 | 300,000 | ||||
Stock Issued During Period, Shares, New Issues | 859,114 | |||||
Net (loss) | (20,268) | (12,436,447) | $ (12,456,715) | |||
Ending balance, value at Dec. 31, 2021 | $ 2,591 | $ 32,787,384 | $ 100,000 | $ (23,139) | $ (32,655,174) | $ 211,662 |
Ending balance, shares at Dec. 31, 2021 | 2,591,240 | 1,000,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities: | ||
Net (Loss) | $ (12,436,447) | $ (2,784,091) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 12,741 | 14,066 |
Foreign exchange (gain) | (50) | (4,891) |
Stock issued for services | 918,000 | 50,000 |
Stock issued for payment interest | 0 | 42,233 |
Loss on debt conversion | 9,726,485 | 2,057,513 |
Gain on interest and debt forgiveness | 58,940 | 10,510 |
(Increase) in accounts receivable | (5,882) | (1,486) |
(Increase) decrease in inventory | (81,879) | (7,861) |
(Increase) in prepaid expenses | (26,847) | (1,523) |
(Decrease) in Accounts Payable & accrued expenses | (18,156) | (35,012) |
Increase in interest payable | 23,967 | 3,243 |
Net Cash Flows (Used) in Operations | (1,829,128) | (657,299) |
Cash Flows From Investing Activities: | ||
Advances to discontinued operations | 0 | 0 |
Purchase of equipment | 0 | (1,191) |
Net Cash Flows (Used) in Investing Activities | 0 | (1,191) |
Cash Flows From Financing Activities: | ||
Proceeds from notes payable | 3,318,500 | 1,674,246 |
Note payable used to pay fees | 61,500 | 40,607 |
Payments of notes payable | (475,325) | (106,600) |
Net Cash Flows Provided by Financing Activities | 2,904,675 | 1,608,253 |
Cash and Cash Equivalents at Beginning of Period | 989,888 | 40,501 |
Net Increase (Decrease) In Cash and cash equivalents | 1,075,547 | 949,763 |
Foreign currency translation adjustment | (20,268) | (376) |
Cash and Cash Equivalents at End of Period | 2,045,167 | 989,888 |
Supplementary Disclosure of Cash Flow Information: | ||
Cash paid for interest | 38,117 | 20,963 |
Cash paid for income taxes | 0 | 0 |
Stock issued for note conversions | $ 12,705,214 | $ 2,515,015 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 – Description of Business Sunshine Biopharma, Inc. (the "Company") was originally incorporated under the name Mountain West Business Solutions, Inc. on August 31, 2006, in the State of Colorado. Until October 2009, the Company was operating as a business consultancy firm. We are a pharmaceutical and nutritional supplement company focusing on the research and development of proprietary drugs including our anti-cancer compound Adva-27a, and anti-coronavirus lead compound, SBFM-PL4. We also, through our wholly owned Canadian subsidiary, Sunshine Biopharma Canada Inc. (“Sunshine Canada”), develop science-based nutritional supplements, and currently sell one nutritional supplement product. Effective October 15, 2009, the Company acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition. Sunshine Biopharma, Inc. was holding an exclusive license to a new anticancer drug bearing the laboratory name, Adva-27a (the “License Agreement”). Upon completion of the reverse acquisition transaction, the Company changed its name to Sunshine Biopharma, Inc. and began operating as a pharmaceutical company focusing on the development of the licensed Adva-27a anticancer drug. In October 2012, the Company published the results of its initial preclinical studies of Adva-27a in the peer-reviewed journal, ANTICANCER RESEARCH. The studies were conducted in collaboration with Binghamton University, a State University of New York, and Ecole Polytechnique, Universite de Montreal. The publication is entitled “Adva-27a, a Novel Podophyllotoxin Derivative Found to Be Effective Against Multidrug Resistant Human Cancer Cells” [ANTICANCER RESEARCH Volume 32, Pages 4423-4432 (2012)]. In July 2014, the Company formed a wholly owned Canadian subsidiary, Sunshine Biopharma Canada Inc. (“Sunshine Canada”) for the purposes of offering generic pharmaceutical products in Canada and elsewhere around the world. In the first quarter of 2021, Sunshine Canada transitioned its focus to the development and marketing of Science-Based Nutritional Supplements. In December 2015, the Company acquired all worldwide issued (US Patent Number 8,236,935, and 10,272,065) and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029 for the Adva-27a anticancer compound from Advanomics Corporation, a related party, and terminated the License Agreement. In 2016, the remaining value of these patents was impaired. The Company is however continuing development of the Adva-27a anticancer drug covered by these patents. On January 1, 2018, the Company acquired all of the issued and outstanding shares of Atlas Pharma Inc. (“Atlas”), a Canadian privately held analytical chemistry company. The purchase price for the shares was Eight Hundred Forty-Eight Thousand Dollars $848,000 Canadian ($676,748 US). The purchase price included cash payment of $100,500 Canadian ($80,289 US), plus the issuance of 250 shares of the Company’s Common Stock valued at $238,000, and a promissory note (“Atlas Debt”) in the principal amount of $450,000 Canadian ($358,407 US), with interest payable at the rate of 3% per annum. Effective April 1, 2019, the Company re-assigned all of its stock in Atlas back to the original owner in exchange for the Atlas Debt. The loss on the disposition was $580,125. In March 2018, the Company formed NOX Pharmaceuticals, Inc., a wholly owned Colorado corporation and assigned all of the Company’s interest in the Adva-27a anticancer drug to that company. NOX Pharmaceuticals Inc.’s mission is to research, develop and commercialize proprietary drugs including Adva-27a. In December 2018, the Company launched its first Science-Based Nutritional Supplements product, Essential 9 ™ ™ Effective February 1, 2019, the Company completed a 20 to 1 reverse split of its Common Stock, (the “First Reverse Stock Split”). T Effective April 6, 2020, the Company completed another 20 to 1 reverse split of its Common Stock, (the “Second Reverse Stock Split”). On May 22, 2020, the Company filed a provisional patent application in the United States for a new treatment for Coronavirus infections. The Company’s patent application covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro, an enzyme that is essential for viral replication. The patent application has a priority date of May 22, 2020. On April 30, 2021, the Company filed a PCT application containing new research results and extending coverage to include the Coronavirus Papain-Like protease, PLpro. The priority date of May 22, 2020 has been maintained in the newly filed PCT application. On June 17, 2020, the Company filed an amendment to its Articles of Incorporation (the “Amendment”) with the State of Colorado, to eliminate the Series “A” Preferred Shares consisting of Eight Hundred and Fifty Thousand (850,000) shares, par value $0.10 per share, and the designation thereof, which shares were returned to the status of undesignated shares of Preferred Stock. In addition, the Amendment increased the number of authorized Series “B” Preferred Shares from Five Hundred Thousand (500,000) to One Million (1,000,000) shares. Also on June 17, 2020, the Company issued Five Hundred Thousand (500,000) shares of Series “B” Preferred Stock in favor of Dr. Steve N. Slilaty, the Company’s CEO, in consideration for the COVID-19 treatment technology he developed. The Series “B” Preferred Stock is non-convertible, non-redeemable, non-retractable and has a superior liquidation value of $0.10 per share. Each share of Series “B” Preferred Stock is entitled to 1,000 votes per share. This issuance brought the total number of Series “B” Preferred Stock held by Dr. Slilaty to 1,000,000 On September 8, 2020, the Company executed a financing agreement with RB Capital Partners, Inc., La Jolla, CA, (“RB Capital”) who agreed to provide the Company with a minimum of $2 million in convertible debt financing during the ensuing three to six month period pursuant to the terms and conditions included in relevant Promissory Notes (the “Promissory Notes”). The Promissory Notes bear interest at the rate of 5% per annum and have a maturity date of two years from the date of issuance. The Company has the right to pay off all or any part of the Promissory Notes at any time without penalty. Effective October 6, 2020, the Company entered into a Research Agreement (the “Agreement”) with the University of Georgia Research Foundation, Inc. (“UGARF”), representing the University of Georgia (“UGA”). The purpose of the Agreement is to memorialize the terms of the Company working together with UGA to conduct the necessary research and development to advance the Company’s Anti-Coronavirus lead compound, SBFM-PL4 (or derivatives thereof) through various stages of preclinical development. The Agreement grants the Company an exclusive worldwide license for all of the intellectual property developed during the term of the Agreement, whether developed by UGA alone or jointly with the Company. On January 26, 2021, the Company received a Notice of Allowances from the Canadian Intellectual Property Office for a new patent application covering Adva-27a. The newly issued patent contains new subject matter and extends the proprietary protection of Adva-27a in Canada until 2034. On February 4, 2021, the Company entered into an additional research agreement and an exclusive license agreement with the University of Georgia (“UGA”) for two Anti-Coronavirus compounds which UGA had previously developed and patented. This second research agreement provides for UGA to conduct mice studies on the two UGA compounds licensed to the Company. In December 2021, the Company was informed by the University of Georgia that preliminary results of the mice study taking place indicated these two compounds have no significant effect on mice infected with SARS-CoV-2. As a result, the Company no longer plans to pursue the UGA License or further development of these two compounds. On March 9, 2021, the Company received a Notice of Allowance from the European Patent Office for a new patent application covering Adva-27a. The newly issued patent contains new subject matter and extends the proprietary protection of Adva-27a in Europe until 2034. The equivalent patent in the United States was issued in 2019 (US Patent Number 10,272,065). On June 25, 2021, the Company entered into an engagement agreement with Aegis Capital Corp. (“Aegis”), pursuant to which the Company engaged Aegis to act as lead underwriter in connection with a proposed public offering of approximately $10 million of common stock and warrants by the Company (the “Offering”). On October 1, 2021, the Company filed a patent application for a potential new treatment for neurodegenerative disorders. The patent application contains experimental results showing that certain mRNA molecules provide protective effects against oxidative stress in differentiated neuronal cells, a process that mimics neuronal degeneration. This new patent application has a priority date of October 1, 2021. Effective February 9, 2022, the Company completed a 1 for 200 reverse split of its Common Stock, reducing the issued and outstanding shares of Common Stock from 518,248,099 to 2,595,620 (the “Third Reverse Stock Split”). The number of common shares authorized for issuance remained as previously established at 3,000,000,000 shares. All references to the Company’s Common Stock in this Report, including the Company's financial statements reflect the First, Second, and Third Reverse Stock Split on a retroactive basis. On February 15, 2022, the Company entered into an underwriting agreement in connection with the Offering. Pursuant to the Offering, the Company agreed to issue 1,882,353 Units, each consisting of one share of Common Stock and two Warrants to purchase shares of Common Stock at a price of $4.25 per Unit for total gross proceeds of $8,000,000. We also granted the underwriter a 45-day option to purchase additional shares of common stock and/or warrants equal up to 15% of the number of shares and warrants, respectively, sold in the offering solely to cover over-allotments, if any. Also on February 15, 2022, the Company’s shares of Common Stock and Warrants began trading on Nasdaq under the ticker symbol “SBFM” for the Common Stock and “SBFMW” for the Warrants. On February 17, 2022, the Offering closed and the Company received net proceeds of $6,833,071 from the Offering. Pursuant to the Offering, the Company issued and sold an aggregate of 1,882,353 shares of common stock and 4,102,200 warrants (including partial exercise of the over-allotment option granted to the underwriter). On February 18, 2022, the Company entered into a research agreement with the Arizona Board of Regents on behalf of the University of Arizona (the “University of Arizona”). Pursuant to the research agreement, the University of Arizona agreed to use reasonable efforts to perform a research project focused on determining the in vivo safety, pharmacokinetics, and dose selection properties of three University of Arizona owned PLpro inhibitors, followed by efficacy testing in mice infected with SARS-CoV-2, in consideration for certain milestone payments to be made by the Company. Under the agreement, the University of Arizona granted the Company a first option to negotiate for a commercial, royalty-bearing license for all intellectual property invented or authored by University of Arizona personnel under the research project. On February 22, 2022, the Company redeemed 990,000 shares of the Series B Preferred Stock from the CEO of the Company at a redemption price equal to the stated value of $0.10 per share. The Company's financial statements reflect the First, Second, and Third Reverse Stock Split on a retroactive basis and represent the consolidated activity of Sunshine Biopharma, Inc. and its subsidiaries (Sunshine Biopharma Canada Inc. and NOX Pharmaceuticals Inc.) herein collectively referred to as the "Company." |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies This summary of significant accounting policies is presented to assist the reader in understanding the Company's financial statements. The consolidated financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to Generally Accepted Accounting Principles and have been consistently applied in the preparation of the financial statements. IMPACT OF CORONAVIRUS (COVID-19) PANDEMIC In March 2020, the World Health Organization declared Coronavirus and its associated disease, COVID-19, a global pandemic. Conditions surrounding the Coronavirus outbreak are evolving rapidly and government authorities around the world have implemented emergency measures to mitigate the spread of the virus. The outbreak and related mitigation measures have had and will continue to have a material adverse impact on the world economies and the Company's business activities. It is not possible for the Company to predict the duration or magnitude of the adverse conditions of the outbreak and their effects on the Company’s business or ability to raise funds. No adjustments have been made to the amounts reported in the Company's financial statements as a result of this matter. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. USE OF ESTIMATES The preparation of financial statements in conformity with US 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 and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management are valuation of equity instruments, depreciation of property and equipment, and deferred tax asset valuation. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. CASH AND CASH EQUIVALENTS For the Balance Sheets and Statements of Cash Flows, all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents. The Company had a cash balance of $ 2,045,167 989,888 PROPERTY AND EQUIPMENT Property and equipment is reviewed for recoverability when events or changes in circumstances indicate that its carrying value may exceed future undiscounted cash inflows. As of December 31, 2021 and 2020, the Company had not identified any such impairment. Repairs and maintenance are charged to operations when incurred and improvements and renewals are capitalized. Property and equipment are stated at cost. Depreciation is calculated using the straight-line method for financial reporting purposes and accelerated methods for tax purposes. Their estimated useful lives are as follows: Estimated useful lives of property plant and equipment Office Equipment: 5-7 Years Laboratory Equipment: 5 Years Vehicles: 5 Years EARNINGS PER SHARE The Company has adopted the Financial Accounting Standards Board (FASB) ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share. INCOME TAXES In accordance with ASC 740 – Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2020 the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties. For Canadian and US tax purposes, the Company’s 2018 through 2020 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. FUNCTIONAL CURRENCY The U.S. dollar is the functional currency of the Company which is operating in the United States. The functional currency for the Company's Canadian subsidiary is the Canadian dollar. The Company translates its Canadian subsidiary's financial statements into U.S. dollars as follows: · Assets and liabilities are translated at the exchange rate in effect as of the financial statement date. · Income statement accounts are translated using the weighted average exchange rate for the period. The Company includes translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of shareholders’ equity. There are currently no transactions of a long-term investment nature, nor any gains or losses from non U.S. currency transactions. CONCENTRATION OF CREDIT RISKS Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and trade receivables. The Company places its cash equivalents with high credit quality financial institutions. FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The Company applies the provisions of accounting guidance, FASB Topic ASC 825, Financial Instruments. ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2021 and 2020, the fair value of cash, accounts receivable and notes receivable, accounts payable, accrued expenses, and other payables approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). · Level 1 – Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. · Level 2 – Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. · Level 3 – Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. NOTES PAYABLE Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. ACCOUNTING FOR DERIVATIVES LIABILITIES The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. The Company determined that none of the Company’s financial instruments meet the criteria for derivative accounting as of December 31, 2021 and 2020. EQUITY INSTRUMENTS ISSUED TO EMPLOYEES OR NON-EMPLOYEES FOR ACQUIRING GOODS OR SERVICES The stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. The Company accounts for stock-based compensation to employees in conformity with the provisions of ASC Topic 718, Stock Based Compensation. Stock-based compensation to employees consisting of stock option grants and restricted shares are recognized in the statement of operations based on their fair values at the date of grant. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC Topic 718, based upon the fair-value of the underlying instrument. BASIC AND DILUTED NET GAIN (LOSS) PER SHARE The Company computes loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic net income (loss) per share is calculated by dividing net (loss) by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the year ended December 31, 2021 no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. REVENUE RECOGNITION As of January 1, 2018, the Company adopted ASU No. 201409, “Revenue from Contracts with Customers” (ASC 606). Under the new guidance, an entity will recognize revenue to depict the transfer of promised goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. A five-step model has been introduced for an entity to apply when recognizing revenue. The new guidance also includes enhanced disclosure requirements. The guidance was effective January 1, 2018 and was applied on a modified retrospective basis. The adoption did not have an impact on the Company's financial statements. All of the revenues of the Company are revenues of the Company's wholly owned Canadian subsidiary, which sells nutritional supplements through Amazon.com and Amazon.ca. In Canada, governmental regulations require that companies recognize revenues upon completion of the work by issuing an invoice and remitting the applicable sales taxes (GST and QST) to the appropriate government agency. The Company’s wholly owned Canadian subsidiary's revenue recognition policy is in compliance with these local regulations. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This guidance removes certain exceptions to the general principles in Topic 740 and provides consistent application of U.S. GAAP by clarifying and amending existing guidance. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of the updated guidance on its financial statements. LEGAL FEES During the years ended December 31, 2021 and 2020, the legal fees incurred were related to services provided to the Company in connection with the Securities and Exchange Commission requirements and other regulatory and contracts matters. DATE OF MANAGEMENT’S REVIEW Subsequent events have been evaluated through March 21, 2022, which is the date the Financial Statements were available to be issued. |
Patents
Patents | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | Note 3 – Patents The following is a summary of the patents held by the Company at December 31, 2021: In December 2015, the Company acquired all worldwide issued (US Patent Number 8,236,935, and US Patent Number 10,272,065) and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029 for the Adva-27a anticancer compound from Advanomics Corporation (now known as TRT Pharma Inc.), a related party, in exchange for an aggregate of 803,264 shares of common stock valued at $ 835,394 On May 22, 2020, the Company filed a provisional patent application in the United States for a new treatment for Coronavirus infections. The Company’s patent application covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease, Mpro, an enzyme that is essential for viral replication. The patent application has a priority date of May 22, 2020. On April 30, 2021, the Company filed a PCT application containing new research results and extending coverage to include the Coronavirus Papain-Like protease, PLpro. The priority date of May 22, 2020 has been maintained in the newly filed PCT application. On October 1, 2021, the Company filed a patent application for a potential new treatment for neurodegenerative disorders. The patent application contains experimental results showing that certain mRNA molecules provide protective effects against oxidative stress in differentiated neuronal cells, a process that mimics neuronal degeneration. This new patent application has a priority date of October 1, 2021. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Capital Stock | Note 4 – Capital Stock The Company’s authorized capital is comprised of 3,000,000,000 0.001 0.10 1,000,000 Effective February 9, 2022, the Company completed a 1 for 200 reverse split of its Common Stock (the “Third Reverse Stock Split”). On February 22, 2022, the Company redeemed 990,000 0.10 Through December 31, 2021 and December 31, 2020, the Company has issued and outstanding a total of 2,591,240 1,732,096 1,000,000 During the fiscal year ended December 31, 2021, the Company issued an aggregate of 559,144 12,705,214 2,867,243 127,986 9,726,485 300,000 918,000 859,114 During the fiscal year ended December 31, 2020, the Company issued an aggregate of 1,555,495 2,515,015 415,269 42,233 2,057,513 The Company has declared no dividends since inception. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 5 – Earnings Per Share The following table sets forth the computation of basic and diluted net income per share for the years ended December 31: Schedule of earnings per share computation 2021 2020 Net gain (loss) attributable to Common Stock $ (12,436,447 ) $ (2,784,091 ) Basic weighted average outstanding shares of Common Stock 2,612,061 1,020,482 Dilutive effects of common share equivalents 0 0 Dilutive weighted average outstanding shares of Common Stock 2,612,061 1,020,482 Net gain (loss) per share attributable to Common Stock $ (4.76 ) $ (2.73 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 – Income Taxes The Company files a United States federal income tax return and a Canadian branch return on a calendar year basis. The Company and its wholly-owned subsidiaries, Sunshine Biopharma Canada Inc., have not generated taxable income since inception. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC 740, “Accounting for Income Taxes”, which requires, among other things, an asset and liability approach to calculating deferred income taxes. The components of the deferred income tax assets and liabilities arising under ASC No. 740 were as follows: Schedule of deferred taxes December 31, 2021 December 31, 2020 Amount Tax Effect Amount Tax Effect Deferred tax assets: Net operating loss $ 12,436,447 $ 3,054,391 $ 2,791,421 $ 685,573 Other differences $ (337,267 ) $ (82,832 ) $ 19,456 $ 4,779 Net deferred tax assets $ 12,099,180 $ 2,971,559 $ 2,810,877 $ 690,532 Business credits $ 42,212 $ 8,865 $ 0 $ 0 Valuation allowance $ (12,141,392 ) $ (2,980,424 ) $ (2,810,877 ) $ (690,352 ) Total deferred tax asset $ 0 $ 0 $ 0 $ 0 Deferred tax liabilities: $ 0 $ 0 $ 0 $ 0 Net deferred tax asset $ 0 $ 0 $ 0 $ 0 Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. At December 31, 2021 and December 31, 2020, the Company had approximately $ 28,040,262 15,941,082 42,212 0 2,980,424 690,352 2,290,073 451,307 The Company’s income tax filings are subject to audit by various taxation authorities. The Company’s open audit periods are 2019, 2020, and 2021, although, the statute of limitations for the 2019 tax year will expire effective October 15, 2021. In evaluating the Company’s provisions and accruals, future taxable income, and reversal of temporary differences, interpretations and tax planning strategies are considered. The Company believes its estimates are appropriate based on current facts and circumstances. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 – Notes Payable The Company’s Notes Payable at December 31, 2021 consisted of the following: A Note Payable dated December 31, 2018 having a Face Value of $ 136,744 12 December 31, 2019 30,000 7,500 106,744 15,509 122,253 12 December 31, 2020 122,253 14,247 682,500 7,884,100 7,747,600 On April 17, 2020, the Company’s Canadian subsidiary received a CEBA Loan (Canada Emergency Business Account Loan) from CIBC (Canadian Imperial Bank of Commerce) in the principal amount of $ 40,000 On April 27, 2020, the Company received a Paycheck Protection Program loan (“PPP Loan”) in the principal amount of $ 50,655 1 2,133 On July 7, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $ 48,000 8 July 7, 2021 15,271 63,271 On July 27, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $ 102,000 8 July 27, 2021 102,000 4,171 25,222 484,268 378,097 On August 14, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $ 67,000 8 August 14, 2021 67,000 2,680 2,711 119,169 49,489 On September 14, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $ 250,000 5 September 14, 2022 0.30 250,000 8,850 4,314 170,841 88,009 On September 24, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $ 50,000 5 September 24, 2022 0.30 50,000 3,000 883 9,717 43,283 On October 20, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $ 250,000 5 October 20, 2022 0.30 250,000 7,600 4,293 170,016 87,584 On November 19, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $ 250,000 8 August 19, 2021 126,881 376,881 On November 24, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $ 260,000 8 November 24, 2021 260,000 10,428 19,329 695,078 424,650 On November 25, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $ 250,000 5 November 25, 2022 0.30 240,000 7,688 120,000 3,744,000 3,504,000 On December 2, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $ 104,215 5 December 2, 2022 0.30 104,215 5,285 1,825 20,075 89,425 On January 12, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $ 150,000 5 January 12, 2023 0.30 150,000 6,800 2,613 28,747 128,053 On January 27, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $ 300,000 5 January 27, 2023 0.50 300,000 13,000 3,130 34,430 278,570 On February 12, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $ 700,000 5 February 12, 2023 0.60 700,000 28,700 6,073 66,798 661,902 On April 5, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $ 330,000 10 January 5, 2022 0.30 330,000 16,500 26,250 564,385 217,875 On April 20, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $ 500,000 5 April 20, 2023 0.30 On July 6, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $ 900,000 5 July 6, 2023 0.30 On August 18, 2021, the Company received monies in exchange for a Note Payable having a Face Value of $ 500,000 5 August 18, 2023 0.30 The April 20, 2021 Note for $500,000, the July 6, 2021 Note for $900,000, and the August 18, 2021 Note for $500,000 were all paid off in full on February 17, 2022 -see Note 10 Subsequent Events. At December 31, 2021 and December 31, 2020, total accrued interest on Notes Payable was $ 42,287 24,320 |
Notes Payable - Related Party
Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable - Related Party | |
Notes Payable - Related Party | Note 8 – Notes Payable - Related Party A Note Payable dated December 31, 2019 held by the CEO of the Company having a Face Value of $ 128,269 12 December 31, 2020 15,392 143,661 12 December 31, 2021 12,929 156,590 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 9 – Leases The Company's arrangement in connection with its office space located in Pointe-Claire, Quebec, Canada has no short-term or long-term asset or liability value. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events On February 17, 2022, the Company completed an underwritten public offering of shares of common stock and warrants for gross proceeds of $8 million, and in connection therewith, the Company’s common stock was uplisted to Nasdaq. The Company issued and sold an aggregate of 1,882,353 shares and 4,102,200 warrants (including partial exercise of the underwriter’s over-allotment option for 337,494 warrants). The warrants have a 5 year term and an initial exercise price of $4.25, subject to adjustment. The net proceeds from the offering were $6,833,071. On February 17, 2022, the Company paid off a Note Payable dated April 20, 2021 by issuing cash payment in the amount of $520,753 comprised of $500,000 in principal and $20,753 in accrued interest. On February 17, 2022, the Company paid off a Note Payable dated July 6, 2021 by issuing cash payment in the amount of $927,863 comprised of $900,000 in principal and $27,863 in accrued interest. On February 17, 2022, the Company paid off a Note Payable dated August 18, 2021 by issuing cash payment in the amount of $512,534 comprised of $500,000 in principal and $12,534 in accrued interest. On February 22, 2022, in an event related to the Company’s public offering completed on February 17, 2022, the Company redeemed 990,000 shares of the Series B Preferred Stock from the CEO of the Company at a redemption price equal to the stated value of $0.10 per share. On March 10, 2022, the Company entered into a securities purchase agreement with certain accredited and institutional investors for the issuance and sale in a private placement of (i) 2,301,353 shares of common stock, (ii) 1,302,251 pre-funded warrants, with each pre-funded warrant exercisable for one share of common stock, and (iii) warrants to purchase up to 3,603,604 shares of common stock. Each share of common stock and accompanying warrant were sold together at a combined offering price of $2.22, and each pre-funded warrant and accompanying warrant were sold together at a combined offering price of $2.219. The pre-funded warrants are immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the pre-funded warrants are exercised in full. The warrants have an exercise price of $2.22 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance. The private placement closed on March 14, 2022. In connection with the closing of the private placement, the exercise price of the warrants issued in the Company’s public offering that closed February 17, 2022, was reduced to $2.22, subject to further adjustment as set forth in such warrants. On March 16, 2022, the Company issued 350,452 shares upon exercise of warrants with an exercise price of $2.22. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
IMPACT OF CORONAVIRUS (COVID-19) PANDEMIC | IMPACT OF CORONAVIRUS (COVID-19) PANDEMIC In March 2020, the World Health Organization declared Coronavirus and its associated disease, COVID-19, a global pandemic. Conditions surrounding the Coronavirus outbreak are evolving rapidly and government authorities around the world have implemented emergency measures to mitigate the spread of the virus. The outbreak and related mitigation measures have had and will continue to have a material adverse impact on the world economies and the Company's business activities. It is not possible for the Company to predict the duration or magnitude of the adverse conditions of the outbreak and their effects on the Company’s business or ability to raise funds. No adjustments have been made to the amounts reported in the Company's financial statements as a result of this matter. |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of financial statements in conformity with US 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 and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management are valuation of equity instruments, depreciation of property and equipment, and deferred tax asset valuation. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS For the Balance Sheets and Statements of Cash Flows, all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents. The Company had a cash balance of $ 2,045,167 989,888 |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment is reviewed for recoverability when events or changes in circumstances indicate that its carrying value may exceed future undiscounted cash inflows. As of December 31, 2021 and 2020, the Company had not identified any such impairment. Repairs and maintenance are charged to operations when incurred and improvements and renewals are capitalized. Property and equipment are stated at cost. Depreciation is calculated using the straight-line method for financial reporting purposes and accelerated methods for tax purposes. Their estimated useful lives are as follows: Estimated useful lives of property plant and equipment Office Equipment: 5-7 Years Laboratory Equipment: 5 Years Vehicles: 5 Years |
EARNINGS PER SHARE | EARNINGS PER SHARE The Company has adopted the Financial Accounting Standards Board (FASB) ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share. |
INCOME TAXES | INCOME TAXES In accordance with ASC 740 – Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2020 the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties. For Canadian and US tax purposes, the Company’s 2018 through 2020 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. |
FUNCTIONAL CURRENCY | FUNCTIONAL CURRENCY The U.S. dollar is the functional currency of the Company which is operating in the United States. The functional currency for the Company's Canadian subsidiary is the Canadian dollar. The Company translates its Canadian subsidiary's financial statements into U.S. dollars as follows: · Assets and liabilities are translated at the exchange rate in effect as of the financial statement date. · Income statement accounts are translated using the weighted average exchange rate for the period. The Company includes translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of shareholders’ equity. There are currently no transactions of a long-term investment nature, nor any gains or losses from non U.S. currency transactions. |
CONCENTRATION OF CREDIT RISKS | CONCENTRATION OF CREDIT RISKS Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and trade receivables. The Company places its cash equivalents with high credit quality financial institutions. |
FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The Company applies the provisions of accounting guidance, FASB Topic ASC 825, Financial Instruments. ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2021 and 2020, the fair value of cash, accounts receivable and notes receivable, accounts payable, accrued expenses, and other payables approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). · Level 1 – Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. · Level 2 – Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. · Level 3 – Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. |
NOTES PAYABLE | NOTES PAYABLE Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. |
ACCOUNTING FOR DERIVATIVES LIABILITIES | ACCOUNTING FOR DERIVATIVES LIABILITIES The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. The Company determined that none of the Company’s financial instruments meet the criteria for derivative accounting as of December 31, 2021 and 2020. |
EQUITY INSTRUMENTS ISSUED TO EMPLOYEES OR NON-EMPLOYEES FOR ACQUIRING GOODS OR SERVICES | EQUITY INSTRUMENTS ISSUED TO EMPLOYEES OR NON-EMPLOYEES FOR ACQUIRING GOODS OR SERVICES The stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. The Company accounts for stock-based compensation to employees in conformity with the provisions of ASC Topic 718, Stock Based Compensation. Stock-based compensation to employees consisting of stock option grants and restricted shares are recognized in the statement of operations based on their fair values at the date of grant. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC Topic 718, based upon the fair-value of the underlying instrument. |
BASIC AND DILUTED NET GAIN (LOSS) PER SHARE | BASIC AND DILUTED NET GAIN (LOSS) PER SHARE The Company computes loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic net income (loss) per share is calculated by dividing net (loss) by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the year ended December 31, 2021 no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. |
REVENUE RECOGNITION | REVENUE RECOGNITION As of January 1, 2018, the Company adopted ASU No. 201409, “Revenue from Contracts with Customers” (ASC 606). Under the new guidance, an entity will recognize revenue to depict the transfer of promised goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. A five-step model has been introduced for an entity to apply when recognizing revenue. The new guidance also includes enhanced disclosure requirements. The guidance was effective January 1, 2018 and was applied on a modified retrospective basis. The adoption did not have an impact on the Company's financial statements. All of the revenues of the Company are revenues of the Company's wholly owned Canadian subsidiary, which sells nutritional supplements through Amazon.com and Amazon.ca. In Canada, governmental regulations require that companies recognize revenues upon completion of the work by issuing an invoice and remitting the applicable sales taxes (GST and QST) to the appropriate government agency. The Company’s wholly owned Canadian subsidiary's revenue recognition policy is in compliance with these local regulations. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This guidance removes certain exceptions to the general principles in Topic 740 and provides consistent application of U.S. GAAP by clarifying and amending existing guidance. The effective date of the new guidance for public companies is for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of the updated guidance on its financial statements. |
LEGAL FEES | LEGAL FEES During the years ended December 31, 2021 and 2020, the legal fees incurred were related to services provided to the Company in connection with the Securities and Exchange Commission requirements and other regulatory and contracts matters. |
DATE OF MANAGEMENT’S REVIEW | DATE OF MANAGEMENT’S REVIEW Subsequent events have been evaluated through March 21, 2022, which is the date the Financial Statements were available to be issued. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Estimated useful lives of property plant and equipment | Estimated useful lives of property plant and equipment Office Equipment: 5-7 Years Laboratory Equipment: 5 Years Vehicles: 5 Years |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share computation | Schedule of earnings per share computation 2021 2020 Net gain (loss) attributable to Common Stock $ (12,436,447 ) $ (2,784,091 ) Basic weighted average outstanding shares of Common Stock 2,612,061 1,020,482 Dilutive effects of common share equivalents 0 0 Dilutive weighted average outstanding shares of Common Stock 2,612,061 1,020,482 Net gain (loss) per share attributable to Common Stock $ (4.76 ) $ (2.73 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred taxes | Schedule of deferred taxes December 31, 2021 December 31, 2020 Amount Tax Effect Amount Tax Effect Deferred tax assets: Net operating loss $ 12,436,447 $ 3,054,391 $ 2,791,421 $ 685,573 Other differences $ (337,267 ) $ (82,832 ) $ 19,456 $ 4,779 Net deferred tax assets $ 12,099,180 $ 2,971,559 $ 2,810,877 $ 690,532 Business credits $ 42,212 $ 8,865 $ 0 $ 0 Valuation allowance $ (12,141,392 ) $ (2,980,424 ) $ (2,810,877 ) $ (690,352 ) Total deferred tax asset $ 0 $ 0 $ 0 $ 0 Deferred tax liabilities: $ 0 $ 0 $ 0 $ 0 Net deferred tax asset $ 0 $ 0 $ 0 $ 0 |
Description of Business (Detail
Description of Business (Details Narrative) - shares | 1 Months Ended | 3 Months Ended | |||
Feb. 01, 2019 | Apr. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 17, 2020 | |
Stockholders' Equity, Reverse Stock Split | Effective February 1, 2019, the Company completed a 20 to 1 reverse split of its Common Stock, (the “First Reverse Stock Split”). T | Effective April 6, 2020, the Company completed another 20 to 1 reverse split of its Common Stock, (the “Second Reverse Stock Split”). | |||
Series B Preferred Stock [Member] | |||||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | |||
Series B Preferred Stock [Member] | Steve Slilaty [Member] | |||||
Preferred Stock, Shares Outstanding | 1,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5-7 Years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 Years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 Years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash | $ 2,045,167 | $ 989,888 |
Patents (Details Narrative)
Patents (Details Narrative) | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
License agreement | $ 835,394 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 09, 2022 | Feb. 01, 2019 | Apr. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 22, 2022 | |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, par value | $ 0.10 | |||||
Stockholders' Equity, Reverse Stock Split | Effective February 1, 2019, the Company completed a 20 to 1 reverse split of its Common Stock, (the “First Reverse Stock Split”). T | Effective April 6, 2020, the Company completed another 20 to 1 reverse split of its Common Stock, (the “Second Reverse Stock Split”). | ||||
Common stock, shares issued | 2,591,240 | 1,732,096 | ||||
Common stock, shares outstanding | 2,591,240 | 1,732,096 | ||||
Common stock issued for reduction of debt and interest ,shares | 559,144 | 1,555,495 | ||||
Common stock issued for reduction of debt and interest, value | $ 12,705,214 | $ 2,515,015 | ||||
Conversion of debt | 2,867,243 | 415,269 | ||||
Stock issued for payment interest | 127,986 | 42,233 | ||||
Loss on debt conversion | $ 9,726,485 | $ 2,057,513 | ||||
Common stock issued for services , shares | 300,000 | |||||
Common stock issued for services, value | $ 918,000 | |||||
Number of shares issued | 859,114 | |||||
Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stockholders' Equity, Reverse Stock Split | Effective February 9, 2022, the Company completed a 1 for 200 reverse split of its Common Stock (the “Third Reverse Stock Split”). | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, par value | $ 0.10 | $ 0.10 | ||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | ||||
Series B Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued | 1,000,000 | |||||
Series B Preferred Stock [Member] | Chief Executive Officer [Member] | Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, par value | $ 0.10 | |||||
Preferred stock, shares authorized | 990,000 | |||||
Officers And Directors [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, par value | $ 0.001 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net gain (loss) attributable to Common Stock | $ (12,436,447) | $ (2,784,091) |
Basic weighted average outstanding shares of Common Stock | 2,612,061 | 1,020,482 |
Dilutive effects of common share equivalents | $ 0 | $ 0 |
Dilutive weighted average outstanding shares of Common Stock | 2,612,061 | 1,020,482 |
Net gain (loss) per share attributable to Common Stock | $ (4.76) | $ (2.73) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Net deferred tax assets | $ 28,040,262 | $ 15,941,082 |
Business credits | 42,212 | 0 |
Temporary Difference | ||
Net operating loss US | 12,436,447 | 2,791,421 |
Other differences | (337,267) | 19,456 |
Net deferred tax assets | 12,099,180 | 2,810,877 |
Business credits | 42,212 | 0 |
Valuation allowance | (12,141,392) | (2,810,877) |
Total deferred tax asset | 0 | 0 |
Net deferred tax asset | 0 | 0 |
Tax Effect | ||
Net operating loss US | 3,054,391 | 685,573 |
Other differences | (82,832) | 4,779 |
Net deferred tax assets | 2,971,559 | 690,532 |
Business credits | 8,865 | 0 |
Valuation allowance | (2,980,424) | (690,352) |
Total deferred tax asset | 0 | 0 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset net operating loss carryforwards | $ 28,040,262 | $ 15,941,082 |
Business credits | 42,212 | 0 |
Federal net operating loss carryforwards | 2,980,424 | 690,352 |
Change in the valuation allowance | $ 2,290,073 | $ 451,307 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jan. 12, 2021 | Jan. 05, 2021 | Feb. 12, 2021 | Jan. 29, 2021 | Jan. 27, 2021 | Feb. 22, 2021 | Apr. 05, 2021 | Apr. 20, 2021 | Apr. 27, 2020 | Jun. 02, 2021 | Jun. 01, 2021 | May 19, 2021 | Jul. 06, 2021 | Jul. 07, 2020 | Aug. 14, 2020 | Jul. 27, 2020 | Aug. 18, 2021 | Sep. 14, 2020 | Oct. 13, 2021 | Sep. 24, 2020 | Oct. 01, 2019 | Oct. 20, 2020 | Dec. 07, 2021 | Dec. 02, 2020 | Nov. 25, 2020 | Nov. 24, 2020 | Nov. 19, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 17, 2020 |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Interest accrued | $ 42,287 | $ 24,320 | ||||||||||||||||||||||||||||||
Repayments of notes payable | 475,325 | $ 106,600 | ||||||||||||||||||||||||||||||
Note Payable 2018 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 122,253 | $ 136,744 | ||||||||||||||||||||||||||||||
Interest Rate | 12.00% | 12.00% | ||||||||||||||||||||||||||||||
Maturity Date | Dec. 31, 2020 | Dec. 31, 2019 | ||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 30,000 | $ 122,253 | ||||||||||||||||||||||||||||||
Debt converted, shares issued | 7,500 | 682,500 | ||||||||||||||||||||||||||||||
Note payable balance | $ 106,744 | |||||||||||||||||||||||||||||||
Interest accrued | $ 15,509 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 14,247 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 7,884,100 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | $ 7,747,600 | |||||||||||||||||||||||||||||||
C E B A Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 40,000 | |||||||||||||||||||||||||||||||
P P P Loan [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 50,655 | |||||||||||||||||||||||||||||||
Interest Rate | 1.00% | |||||||||||||||||||||||||||||||
Periodic Payment | $ 2,133 | |||||||||||||||||||||||||||||||
Note Payable 1 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 48,000 | |||||||||||||||||||||||||||||||
Interest Rate | 8.00% | |||||||||||||||||||||||||||||||
Maturity Date | Jul. 7, 2021 | |||||||||||||||||||||||||||||||
Interest accrued | $ 15,271 | |||||||||||||||||||||||||||||||
Repayments of notes payable | $ 63,271 | |||||||||||||||||||||||||||||||
Note Payable 2 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 102,000 | |||||||||||||||||||||||||||||||
Interest Rate | 8.00% | |||||||||||||||||||||||||||||||
Maturity Date | Jul. 27, 2021 | |||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 102,000 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 25,222 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 4,171 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 484,268 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | $ 378,097 | |||||||||||||||||||||||||||||||
Note Payable 3 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 67,000 | |||||||||||||||||||||||||||||||
Interest Rate | 8.00% | |||||||||||||||||||||||||||||||
Maturity Date | Aug. 14, 2021 | |||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 67,000 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 2,711 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 2,680 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 119,169 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | $ 49,489 | |||||||||||||||||||||||||||||||
Note Payable 4 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 250,000 | |||||||||||||||||||||||||||||||
Interest Rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity Date | Sep. 14, 2022 | |||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 250,000 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 4,314 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 8,850 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 170,841 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | 88,009 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.30 | |||||||||||||||||||||||||||||||
Note Payable 5 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 50,000 | |||||||||||||||||||||||||||||||
Interest Rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity Date | Sep. 24, 2022 | |||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 50,000 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 883 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 3,000 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 9,717 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | 43,283 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.30 | |||||||||||||||||||||||||||||||
Note Payable 6 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 250,000 | |||||||||||||||||||||||||||||||
Interest Rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity Date | Oct. 20, 2022 | |||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 250,000 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 4,293 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 7,600 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 170,016 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | $ 87,584 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.30 | |||||||||||||||||||||||||||||||
Note Payable 7 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 250,000 | |||||||||||||||||||||||||||||||
Interest Rate | 8.00% | |||||||||||||||||||||||||||||||
Maturity Date | Aug. 19, 2021 | |||||||||||||||||||||||||||||||
Interest accrued | $ 126,881 | |||||||||||||||||||||||||||||||
Repayments of notes payable | $ 376,881 | |||||||||||||||||||||||||||||||
Note Payable 8 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 260,000 | |||||||||||||||||||||||||||||||
Interest Rate | 8.00% | |||||||||||||||||||||||||||||||
Maturity Date | Nov. 24, 2021 | |||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 260,000 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 19,329 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 10,428 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 695,078 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | $ 424,650 | |||||||||||||||||||||||||||||||
Note Payable 9 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 250,000 | |||||||||||||||||||||||||||||||
Interest Rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity Date | Nov. 25, 2022 | |||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 240,000 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 120,000 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 7,688 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 3,744,000 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | 3,504,000 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.30 | |||||||||||||||||||||||||||||||
Note Payable 10 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 104,215 | |||||||||||||||||||||||||||||||
Interest Rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity Date | Dec. 2, 2022 | |||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 104,215 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 1,825 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 5,285 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 20,075 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | 89,425 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.30 | |||||||||||||||||||||||||||||||
Note Payable 11 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 150,000 | |||||||||||||||||||||||||||||||
Interest Rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity Date | Jan. 12, 2023 | |||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 150,000 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 2,613 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 6,800 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 28,747 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | 128,053 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.30 | |||||||||||||||||||||||||||||||
Note Payable 12 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 300,000 | |||||||||||||||||||||||||||||||
Interest Rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity Date | Jan. 27, 2023 | |||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 300,000 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 3,130 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 13,000 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 34,430 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | 278,570 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.50 | |||||||||||||||||||||||||||||||
Note Payable 13 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 700,000 | |||||||||||||||||||||||||||||||
Interest Rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity Date | Feb. 12, 2023 | |||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 330,000 | $ 700,000 | ||||||||||||||||||||||||||||||
Debt converted, shares issued | 6,073 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 28,700 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 66,798 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | $ 661,902 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.60 | |||||||||||||||||||||||||||||||
Note Payable 14 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 330,000 | |||||||||||||||||||||||||||||||
Interest Rate | 10.00% | |||||||||||||||||||||||||||||||
Maturity Date | Jan. 5, 2022 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 26,250 | |||||||||||||||||||||||||||||||
Debt converted, interest converted | $ 16,500 | |||||||||||||||||||||||||||||||
Debt converted, shares converted value | 564,385 | |||||||||||||||||||||||||||||||
Gain (Loss) on debt conversion | $ 217,875 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.30 | |||||||||||||||||||||||||||||||
Note Payable 15 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 500,000 | |||||||||||||||||||||||||||||||
Interest Rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity Date | Apr. 20, 2023 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.30 | |||||||||||||||||||||||||||||||
Note Payable 16 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 900,000 | |||||||||||||||||||||||||||||||
Interest Rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity Date | Jul. 6, 2023 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.30 | |||||||||||||||||||||||||||||||
Note Payable 17 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||
Face Value | $ 500,000 | |||||||||||||||||||||||||||||||
Interest Rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity Date | Aug. 18, 2023 | |||||||||||||||||||||||||||||||
Conversion Price | $ 0.30 |
Notes Payable - Related Party (
Notes Payable - Related Party (Details Narrative) - USD ($) | 8 Months Ended | 12 Months Ended | ||
Aug. 24, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Interest Payable | $ 42,287 | $ 24,320 | ||
Repayments of Notes Payable | $ 475,325 | 106,600 | ||
CEO Note Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Face value | $ 143,661 | $ 128,269 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||
Debt Instrument, Maturity Date | Dec. 31, 2021 | Dec. 31, 2020 | ||
Interest Payable | $ 15,392 | |||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 12,929 | |||
Repayments of Notes Payable | $ 156,590 |