Document and Entity Information
Document and Entity Information - $ / shares | May 13, 2021 | Mar. 31, 2021 |
Details | ||
Registrant CIK | 0001419051 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-54554 | |
Entity Registrant Name | THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 45-1226465 | |
Entity Address, Address Line One | 701 Wild Rose Lane | |
Entity Address, City or Town | Elk City | |
Entity Address, State or Province | ID | |
Entity Address, Postal Zip Code | 83525 | |
Entity Address, Address Description | Address of principal executive offices, including zip code | |
City Area Code | 760 | |
Local Phone Number | 295-7208 | |
Phone Fax Number Description | Registrant’s telephone number, including area code | |
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 Common Stock, Shares Outstanding | 2,251,001,716 | |
Entity Listing, Par Value Per Share | $ 0.001 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 81,113 | $ 252,147 |
Restricted cash | 10,202 | 10,202 |
Accounts receivable | 9,479 | 2,441 |
Inventory | 6,851 | 5,399 |
Prepaid expenses and other current assets | 170,040 | 77,328 |
Total current assets | 277,685 | 347,517 |
Right-of-use asset | 52,904 | 58,976 |
Property and equipment, net | 240,087 | 5,059 |
Assets, Noncurrent | 226,741 | 191,922 |
Total assets | 797,417 | 603,474 |
Current liabilities: | ||
Accounts payable | 298,035 | 302,477 |
Accounts payable-related parties | 7,210 | 7,210 |
Accrued expenses and other current liabilities | 568,652 | 593,925 |
Lease liability | 24,981 | 24,792 |
Convertible notes payable, net of discount of $181,806 and $195,162, at March 31, 2021 and December 31, 2020, respectively | 104,194 | 37,338 |
Notes payable-related parties, net | 949,827 | 944,098 |
Derivative Liability, Current | 331,618 | 437,549 |
Total current liabilities | 2,284,517 | 2,347,389 |
LONG TERM LIABILITIES | ||
Lease liability, net of current portion | 27,923 | 34,184 |
TOTAL LIABILITIES | 2,312,440 | 2,381,573 |
Commitments and contingencies | 0 | 0 |
Shareholders' deficit: | ||
Preferred shares | 0 | 0 |
Common shares | 2,244,453 | 2,233,742 |
Additional paid-in capital | 7,481,248 | 7,041,960 |
Subscription receivable | (21,000) | (21,000) |
Accumulated deficit | (11,219,724) | (11,032,801) |
Total shareholders' deficit | (1,515,023) | (1,778,099) |
Total liabilities and shareholders' deficit | $ 797,417 | $ 603,474 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets - Parenthetical - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Details | ||
Debt Instrument, Unamortized Discount, Current | $ 181,806 | $ 195,162 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 3,500,000,000 | 3,500,000,000 |
Common Stock, Shares, Issued | 2,244,453,070 | 2,223,741,391 |
Common Stock, Shares, Outstanding | 2,244,453,070 | 2,223,741,391 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2019 | |
Details | ||
Net sales | $ 21,061 | $ 19,514 |
Cost of goods sold | 11,081 | 3,490 |
Gross profit | 9,980 | 16,024 |
Operating Expenses | ||
General and administrative | 36,811 | 15,431 |
Salaries, wages, and related costs | 104,463 | 53,170 |
Consulting fees | 41,183 | 37,219 |
Legal and professional fees | 68,752 | 32,580 |
Research and development | 19,697 | 0 |
Total operating expenses | 270,906 | 138,400 |
Operating Income (Loss) | (260,926) | (122,376) |
Other income (expense): | ||
Loss on derivatives liabilities | (348,255) | (20,755) |
Change in fair value of derivative liabilities | 504,186 | 236,402 |
Interest expense | (81,928) | (61,135) |
Total other income (expense) | 74,003 | 154,512 |
Net Income (Loss) | (186,923) | 32,136 |
Net income (loss) per share - basic | 0 | 0 |
Net income (loss) per share - diluted | $ 0 | $ 0 |
Weighted average shares outstanding - basic | 2,240,039,437 | 1,621,008,777 |
Weighted average shares outstanding - diluted | 2,240,039,437 | 1,895,283,682 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Subscription Receivable | Retained Earnings | Total |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2019 | $ 1,614,628 | $ 5,183,228 | $ 0 | $ (8,832,900) | $ (2,035,044) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 1,614,627,811 | ||||
Common stock issued for conversion of convertible notes, accrued interest, and derivative liabilities, Value | $ 41,916 | (9,916) | 0 | 0 | 32,000 |
Common stock issued for conversion of convertible notes, accrued interest, and derivative liabilities, Shares | 41,916,221 | ||||
Relief of derivative liabilities, Value | $ 0 | 0 | 32,956 | 0 | 32,956 |
Relief of derivative liabilities, Shares | 0 | ||||
Net Income (Loss) | $ 0 | 0 | 0 | 32,136 | 32,136 |
Common stock issued for prepaid fees, Value | 0 | ||||
Common stock issued for accrued salaries, Value | 0 | ||||
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 1,656,544,032 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2020 | $ 1,656,544 | 5,206,268 | 0 | (8,800,764) | (1,937,952) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2019 | $ 1,614,628 | 5,183,228 | 0 | (8,832,900) | (2,035,044) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 1,614,627,811 | ||||
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 2,233,741,391 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2020 | $ 2,233,742 | 7,041,960 | (21,000) | (11,032,801) | (1,778,099) |
Net Income (Loss) | 0 | 0 | 0 | (186,923) | (186,923) |
Common stock issued for prepaid fees, Value | $ 2,500 | 170,000 | 0 | 0 | 172,500 |
Common stock issued for prepaid fees, Shares | 2,500,000 | ||||
Common stock issued for accrued salaries, Value | $ 4,800 | 55,200 | 0 | 0 | 60,000 |
Common stock issued for accrued salaries, Shares | 4,800,000 | ||||
Stock Issued During Period, Value, New Issues | $ 3,411 | 214,088 | 0 | 0 | 217,499 |
Stock Issued During Period, Shares, New Issues | 3,411,679 | ||||
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 2,244,453,070 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2021 | $ 2,244,453 | $ 7,481,248 | $ (21,000) | $ (11,219,724) | $ (1,515,023) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ (186,923) | $ 32,136 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on derivative liabilities | 348,255 | 20,755 |
Change in fair value of derivative liabilities | (504,186) | (236,402) |
Amortization of prepaid stock-based compensation | 14,375 | 0 |
Amortization of debt discount | 66,856 | 47,769 |
Patent amortization | 1,648 | 1,648 |
Depreciation | 195 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,038) | (721) |
Inventory | (1,452) | 692 |
Prepaid expenses and other current assets | 21,431 | 37,219 |
Right-to-use asset | 6,072 | (71,422) |
Accounts payable | (4,441) | 7,562 |
Accounts payable - related parties | 0 | (2,015) |
Accrued expenses and other current liabilities | 41,205 | 36,942 |
Lease liability | (6,072) | 73,771 |
Net cash used in operating activities | (210,075) | (52,066) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (235,223) | 0 |
Deposits | 7,515 | 0 |
Net cash used in investing activities | (227,708) | 0 |
Cash flows from financing activities: | ||
Payments on notes payable to related party | (750) | (485) |
Proceeds from convertible notes payable | 50,000 | 30,000 |
Proceeds from sale of common stock | 217,499 | 0 |
Net cash provided by financing activities | 266,749 | 29,515 |
Net increase (decrease) in cash | (171,034) | (22,551) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance | 262,349 | 36,597 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Ending Balance | 91,315 | 14,046 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 606 | 1,220 |
Income Taxes Paid | 0 | 0 |
Non-cash investing and financing transactions: | ||
Original issuance discount on convertible notes payable | 3,500 | 3,000 |
Debt discount recorded in connection with derivative liability | 50,000 | 30,000 |
Common stock issued in conversion of convertible notes payable and interest | 0 | 64,956 |
Common stock issued for prepaid fees, Value | 172,500 | 0 |
Common stock issued for accrued salaries, Value | 60,000 | 0 |
Accrued interest added to principal | 6,478 | 12,147 |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 91,315 | $ 14,046 |
Note 1 - Organization and Busin
Note 1 - Organization and Business Description | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Note 1 - Organization and Business Description | Note 1 Organization and Business Description Therapeutic Solutions International, Inc. (TSOI or the Company) was organized August 6, 2007 under the name Friendly Auto Dealers, Inc., under the laws of the State of Nevada. In the first quarter of 2011 the Company changed its name from Friendly Auto Dealers, Inc. to Therapeutic Solutions International, Inc., and acquired Splint Decisions, Inc., a California corporation. On December 17, 2020, Therapeutic Solutions International, Inc. Board of Directors made a decision to move our corporate headquarters to Elk City, Idaho 83525 and has purchased real property at 701 Wild Rose Lane and 50 Bullock Lane, Elk City Idaho 83525. The Company will continue to maintain a satellite office at the current address of 4093 Oceanside Blvd., Suite B, Oceanside CA, 92056. Business Description Currently the Company is focused on immune modulation for the treatment of several specific diseases. Immune modulation refers to the ability to upregulate (make more active) or downregulate (make less active) ones immune system. Activating ones immune system is now an accepted method to treat certain cancers, reduce recovery time from viral or bacterial infections and to prevent illness. Additionally, inhibiting ones immune system is vital for reducing inflammation, autoimmune disorders and allergic reactions. TSOI is developing a range of immune-modulatory agents to target certain cancers, schizophrenia, suicidal ideation, traumatic brain injury, and for daily health. Nutraceutical Division ä Cellular Division The stem cell licensed, termed JadiCell is unique in that it possesses features of mesenchymal stem cells, however, outperforms these cells in terms of a) enhanced growth factor production; b) augmented ability to secrete exosomes; and c) superior angiogenic and neurogenic ability. Chronic Traumatic Encephalopathy (CTE) is caused by repetitive concussive/sub-concussive hits to the head sustained over a period of years and is often found in football players. The condition is characterized by memory loss, impulsive/erratic behavior, impaired judgment, aggression, depression, and dementia. In many patients with CTE, it is anatomically characterized by brain atrophy, reduced mass of frontal and temporal cortices, and medial temporal lobe. TSOI has previously filed several patents in the area of CTE based on modulating the brain microenvironment to enhance receptivity of regenerative cells such as stem cells. On March 4, 2021 the Company received an IND Serial # 27377 for a clinical trial of 10 patients with CTE. In addition, the Company has filed data with the FDA, as part of IND #17448, which demonstrated that treatment of cancer patients with StemVacs resulted in enhanced activity of a type of immunological cell called natural killer cells, otherwise known as NK cells. The Company has also developed an allogenic version of StemVacs and has filed patents to cover activating universal donor immune system cells called dendritic cells in a manner so that upon injection they reprogram the bodys NK cells. Most recently the Company announced filing of a patent for a new hybrid cell created by the Company capable of training the immune system to kill blood vessels feeding cancer but sparing healthy blood vessels. These discoveries are an extension of previous findings from the Company showing that StemVacs is capable of suppressing new blood vessel production. Management does not expect existing cash as of March 31, 2021 to be sufficient to fund the Companys operations for at least twelve months from the issuance date of these financial statements. These financial statements have been prepared on a going concern basis which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of March 31, 2021, the Company has incurred losses totaling $11.2 million since inception, has not yet generated material revenue from operations, and will require additional funds to maintain its operations. These factors raise substantial doubt regarding the Companys ability to continue as a going concern within one year after the consolidated financial statements are issued. The Companys ability to continue as a going concern is dependent upon its ability to generate future profitable operations and obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through its existing financial resources and we may also raise additional capital through equity offerings, debt financings, collaborations and/or licensing arrangements. If adequate funds are not available on acceptable terms, we may be required to delay, reduce the scope of, or curtail, our operations. The accompanying consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of the Securities and Exchange Commission (SEC) Regulation S-X, and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020, included in the Companys Annual Report on Form 10-K filed with the SEC on April 9, 2021. The accompanying unaudited condensed consolidated financial statements include the accounts of TSOI and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the balances and results for the interim period included herein. The results of operations for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the results to be expected for the full year or any future interim periods. The accompanying condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated balance sheet at December 31, 2020, contained in the above referenced Form 10-K. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606). In accordance with ASC 606, the Company applies the following methodology to recognize revenue: 1) 2) 3) 4) 5) ASC 606 provides that sales revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company generally satisfies performance obligations upon shipment of the product or service to the customer. This is consistent with the time in which the customer obtains control of the product or service. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Derivative Liabilities A derivative is an instrument whose value is derived from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities. As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2021 and 2020, as disclosed in Note 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on our consolidated statement of operations. We recorded derivative liabilities of $331,618 and $437,549 at March 31, 2021 and December 31, 2020, respectively. Fair Value of Financial Instruments The Companys financial instruments consist of cash and cash equivalents, prepaids, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instruments anticipated life. Level 3 Inputs lack observable market data to corroborate managements estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of March 31, 2021, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations: The following is the change in derivative liabilities for the three months ended March 31, 2021: Balance, December 31, 2020 $ 437,549 Issuance of new derivative liabilities 398,255 Change in fair market value of derivative liabilities (504,186) Balance, March 31, 2021 $ 331,618 Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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 balance sheet and the reported amounts of revenues and expenses during the reporting period. Estimates were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could differ materially from those estimates. Net Income (Loss) Per Share Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. In periods in which a net loss is incurred, basic and diluted loss per share are the same, and additional potential common shares are excluded as their effect would be antidilutive. For the periods ended March 31, 2021 and 2020, a total of 454,438,795 and 1,099,838,839, respectively, potential common shares, consisting of shares underlying outstanding convertible notes payable were excluded as their inclusion would be antidilutive due to the net loss during the period. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is calculated using the straight-line method over the term of the agreement. Depreciation expense for the three months ended March 31, 2021 and 2020 was $195 and $0, respectively. Intangible Assets Intangible assets consisted primarily of intellectual properties such as proprietary nutraceutical formulations. Intellectual assets are capitalized in accordance with ASC Topic 350 Intangibles Goodwill and Other. Intangible assets with finite lives are amortized over their respective estimated lives and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Amortization expense for the three months ended March 31, 2021 and 2020 was $1,648 and $1,648, respectively. Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Research and Development Research and Development costs are expensed as incurred. Research and Development expenses were $19,697 and $0 for the three months ended March 31, 2021 and 2020, respectively. Income Taxes The Company accounts for income taxes under ASC 740 "Income Taxes," which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Stock-Based Compensation Compensation expense for stock issued to employees is determined as the fair value of consideration or services received or the fair value of the equity instruments issued, whichever is more reliably measured. The Financial Accounting Standards Board (FASB) issued ASU 2018-07 to expand the scope of Topic 718 to include share-based payments issued to nonemployees. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. The Company recorded a Right-of-use asset of $52,904 and a Lease Liability of $52,904 as of March 31, 2021. Recent Accounting Pronouncements In December 2019, the FASB issued guidance that simplifies the accounting for income taxes by removing certain exceptions in existing guidance and improves consistency in application by clarifying and amending existing guidance. This guidance is effective for annual periods beginning after December 15, 2020, and interim periods within those annual periods, where the transition method varies depending upon the specific amendment. Early adoption is permitted, including adoption in any interim period. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period, and all amendments must be adopted in the same period. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. In January 2020, the FASB issued Accounting Standards Update (ASU) No. 2020-01, "Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815", which clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting under Topic 323, and the accounting for certain forward contracts and purchased options accounted for under Topic 815. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. In August 2020, the FASB issued Accounting Standards (ASU) No. 2020-06, DebtDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingContracts in Entitys Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entitys Own Equity, which clarifies if an entity must determine whether a contract qualifies for a scope exception from derivative accounting. This guidance must be applied to freestanding financial instruments and embedded features that have all the characteristics of a derivative instrument and freestanding financial instruments that potentially are settled in an entitys own stock, regardless of whether the instrument has all the characteristics of a derivative instrument. The analysis to determine whether a contract meets this scope exception includes two criteria: (1) the contract is indexed to an entitys own stock and (2) the contract is equity classified. If both of those criteria are not met, the contract must be recognized as an asset or a liability. Under Section 815-40-25 on recognition, an entity must determine whether a contract meets specific conditions to be classified as equity (referred to as the settlement criterion). This guidance is effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. |
Note 3 - Restricted Cash
Note 3 - Restricted Cash | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Note 3 - Restricted Cash | Note 3 - Restricted Cash Included in cash and non-cash equivalents is a $10,000 certificate of deposit with an annual interest rate of 0.6%. This certificate matures on June 17, 2021 and is used as collateral for a Company credit card, pursuant to a security agreement dated June 20, 2011. |
Note 4 - Prepaid expense and ot
Note 4 - Prepaid expense and other current assets | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Note 4 - Prepaid expense and other current assets | Note 4 Prepaid expense and other current assets Prepaid expenses and other current assets consist of the following: March 31, 2021 December 31, 2020 Prepaid consulting $ 168,276 $ 76,663 Insurance 646 665 Prepaid costs 1,118 - Total $ 170,040 $ 77,328 |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Note 5 - Property and Equipment | Note 5 Property and Equipment Fixed assets consisted of the following: March 31, 2021 December 31, 2020 Computer hardware $ 10,747 $ 10,747 Office furniture and equipment 3,639 3,639 Shipping and other equipment 7,023 7,023 Land 235,223 - Total 256,632 21,409 Accumulated depreciation (16,545) (16,350) Property and equipment, net $ 240,087 $ 5,059 Depreciation expense for the three months ended March 31, 2021 and 2020 was $195 and $0, respectively. |
Note 6 - Other Assets
Note 6 - Other Assets | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Note 6 - Other Assets | Note 6 Other Assets Other assets consist of the following: March 31, 2021 December 31, 2020 Prepaid consulting $ 83,896 $ 39,914 Deposit 4,123 11,638 Licenses, net 138,722 140,370 Total $ 226,741 $ 191,922 Prepaid consulting agreements are for one to two years and are expensed monthly over the term of the agreement. The net licenses amount consists of the following: March 31, 2021 December 31, 2020 License $ 153,552 $ 153,552 Accumulated amortization (14,830) (13,182) Licenses, net $ 138,722 $ 140,370 |
Note 7 - Notes Payable-Related
Note 7 - Notes Payable-Related Party | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Note 7 - Notes Payable-Related Party | Note 7 - Notes Payable-Related Party At March 31, 2021 and December 31, 2020, the Company has unsecured interest-bearing demand notes outstanding to certain officers and directors amounting to $949,827 and $944,098, respectively. Interest accrued on these notes during the three months ended March 31, 2021 and 2020 was $6,478 and $6,837, respectively. Of these, $251,000 are convertible into common stock at prices ranging from $0.004 and $0.005. |
Note 8 - Convertible Notes Paya
Note 8 - Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Note 8 - Convertible Notes Payable | Note 8 Convertible Notes Payable In January 2021, the Company entered into a convertible promissory note with principal amount totaling $53,500 with a third party for which the proceeds were used for operations. The Company received net proceeds of $50,000, and a $3,500 original issuance discount was recorded. As of March 31, 2021, the Company also had outstanding convertible promissory notes with principal totaling $232,500 issued at various dates throughout the year ended December 31, 2020. The convertible promissory notes incur interest at 12% per annum and mature on dates ranging from October 5, 2021 to January 25, 2022. The convertible promissory notes are convertible to shares of the Company's common stock 180 days after issuance. The conversion price per share is equal to 61% of the average of the three (3) lowest trading prices of the Company's common stock during the fifteen (15) trading days immediately preceding the applicable conversion date. The trading price is defined within the agreement as the closing bid price on the applicable trading market. The Company has the option to prepay the convertible notes in the first 180 days from closing subject to prepayment penalties ranging from 120% to 145% of principal balance plus interest, depending upon the date of prepayment. The convertible promissory notes include various default provisions for which the default interest rate increases to 22% per annum with the outstanding principal and accrued interest increasing by 150%. The Company was required to reserve at March 31, 2021 a total of 454,438,795 common shares in connection with these promissory notes. Derivative liabilities These convertible promissory notes are convertible into a variable number of shares of common stock for which there is not a floor to the number of common stock we might be required to issue. Based on the requirements of ASC 815 Derivatives and Hedging, the conversion feature represented an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period. For the note issued during the three months ended March 31, 2021, the Company valued the conversion feature on the date of issuance resulting in an initial liability of $398,255. Since the fair value of the derivative was in excess of the proceeds received of $50,000, a full discount to convertible notes payable and a day one loss on derivative liabilities of $348,255 was recorded during the three months ended March 31, 2021. Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion price of $0.0039, the closing stock price of the Company's common stock on the date of valuation of $0.031, an expected dividend yield of 0%, expected volatility of 255%, risk-free interest rate of 0.18%, and an expected term of one year. On March 31, 2021, the derivative liabilities on the five convertible notes were revalued at $331,618 resulting in a gain of $504,186 for the three months ended March 31, 2021 related to the change in fair value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: exercise price of $0.0454, the closing stock price of the Company's common stock on the date of valuation of $0.073, an expected dividend yield of 0%, expected volatility of 231%, risk-free interest rate of 0.18%, and an expected term ranging from 0.5 to 0.8 years. The Company amortizes the discounts over the term of the convertible promissory notes using the straight-line method which is similar to the effective interest method. During the three months ended March 31, 2021 and 2020, the Company amortized $66,856 and $47,769 to interest expense, respectively. As of March 31, 2021, discounts of $181,806 remained for which will be amortized through January 2022. |
Note 9 - Equity
Note 9 - Equity | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Note 9 - Equity | Note 9 Equity Our authorized capital stock consists of an aggregate of 3,505,000,000 shares, comprised of 3,500,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, which may be issued in various series from time to time and the rights, preferences, privileges and restrictions of which shall be established by our board of directors. As of March 31, 2021, we have 2,244,453,070 shares of common stock and no preferred shares issued and outstanding. In 2020, we issued 192,375,737 shares of common stock for an investment in the Companys Private Placement of $607,500. In 2020, we issued 173,500,000 shares of common stock, valued at $669,750 for consulting services. In 2020, we issued 78,681,818 shares of common stock, valued at $495,900 for salaries. In 2020, we issued 174,556,025 shares of common stock for the conversion of convertible notes of $703,152. In 2021, we issued 3,411,679 shares of common stock for an investment in the Companys Private Placement of $217,500. In 2021, we issued 2,500,000 shares of common stock, valued at $172,500 for consulting services. In 2021, we issued 4,800,000 shares of common stock, valued at $60,000 for salaries. |
Note 10- Subsequent Events
Note 10- Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Note 10- Subsequent Events | Note 10 Subsequent Events On April 12, 2021, we issued 1,771,758 shares of common stock for the partial conversion of $61,480 for convertible note dated October 19, 2020. On April 12, 2021, we issued 923,728 shares of common stock for $54,500 of accrued salaries. On April 12, 2021, we issued 500,000 shares of common stock, valued at $0.059 per share, for consulting services. On April 19, 2021, we issued 500,000 shares of common stock, valued at $0.054 per share, for consulting services. On April 19, 2021, we issued 160,000 shares of common stock, valued at $0.05 per share, for an investment in the Companys Private Placement. On April 20, 2021, we issued 2,693,160 shares of common stock for the complete conversion of $18,044 for convertible note dated October 19, 2020. In accordance with ASC 855, the Company has analyzed its operations subsequent to March 31, 2021 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
Note 11 - Commitments and Contingencies | Note 11 Commitments and Contingencies Effective May 1, 2017, the Company entered into a fourth amendment to a Lease Agreement for property located in Oceanside, CA. On March 1, 2020, the Company entered into a fifth amendment to the lease agreement for property located in Oceanside, CA. The amendment extends the expiration date to April 20, 2023 with escalating monthly payments ranging from $2,024 to $2,153. The lease consists of approximately 1,700 square feet. Total rent expense for the three months is $6,072. Future minimum lease payments as of March 31, 2021 are as follows: For the quarter ending December 31, 2021 $ 18,720 2022 $ 25,572 2023 8,612 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of the Securities and Exchange Commission (SEC) Regulation S-X, and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020, included in the Companys Annual Report on Form 10-K filed with the SEC on April 9, 2021. The accompanying unaudited condensed consolidated financial statements include the accounts of TSOI and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the balances and results for the interim period included herein. The results of operations for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the results to be expected for the full year or any future interim periods. The accompanying condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated balance sheet at December 31, 2020, contained in the above referenced Form 10-K. |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606). In accordance with ASC 606, the Company applies the following methodology to recognize revenue: 1) 2) 3) 4) 5) ASC 606 provides that sales revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company generally satisfies performance obligations upon shipment of the product or service to the customer. This is consistent with the time in which the customer obtains control of the product or service. |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies: Derivative Liabilities (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Derivative Liabilities | Derivative Liabilities A derivative is an instrument whose value is derived from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities. As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2021 and 2020, as disclosed in Note 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on our consolidated statement of operations. We recorded derivative liabilities of $331,618 and $437,549 at March 31, 2021 and December 31, 2020, respectively. |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Companys financial instruments consist of cash and cash equivalents, prepaids, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instruments anticipated life. Level 3 Inputs lack observable market data to corroborate managements estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of March 31, 2021, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations: The following is the change in derivative liabilities for the three months ended March 31, 2021: Balance, December 31, 2020 $ 437,549 Issuance of new derivative liabilities 398,255 Change in fair market value of derivative liabilities (504,186) Balance, March 31, 2021 $ 331,618 |
Note 2 - Summary of Significa_8
Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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 balance sheet and the reported amounts of revenues and expenses during the reporting period. Estimates were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could differ materially from those estimates. |
Note 2 - Summary of Significa_9
Note 2 - Summary of Significant Accounting Policies: Net Income (Loss) Per Share (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. In periods in which a net loss is incurred, basic and diluted loss per share are the same, and additional potential common shares are excluded as their effect would be antidilutive. For the periods ended March 31, 2021 and 2020, a total of 454,438,795 and 1,099,838,839, respectively, potential common shares, consisting of shares underlying outstanding convertible notes payable were excluded as their inclusion would be antidilutive due to the net loss during the period. |
Note 2 - Summary of Signific_10
Note 2 - Summary of Significant Accounting Policies: Property and Equipment (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is calculated using the straight-line method over the term of the agreement. Depreciation expense for the three months ended March 31, 2021 and 2020 was $195 and $0, respectively. |
Note 2 - Summary of Signific_11
Note 2 - Summary of Significant Accounting Policies: Intangible Assets (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Intangible Assets | Intangible Assets Intangible assets consisted primarily of intellectual properties such as proprietary nutraceutical formulations. Intellectual assets are capitalized in accordance with ASC Topic 350 Intangibles Goodwill and Other. Intangible assets with finite lives are amortized over their respective estimated lives and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Amortization expense for the three months ended March 31, 2021 and 2020 was $1,648 and $1,648, respectively. |
Note 2 - Summary of Signific_12
Note 2 - Summary of Significant Accounting Policies: Long-lived Assets (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Long-lived Assets | Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. |
Note 2 - Summary of Signific_13
Note 2 - Summary of Significant Accounting Policies: Research and Development (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Research and Development | Research and Development Research and Development costs are expensed as incurred. Research and Development expenses were $19,697 and $0 for the three months ended March 31, 2021 and 2020, respectively. |
Note 2 - Summary of Signific_14
Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 "Income Taxes," which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
Note 2 - Summary of Signific_15
Note 2 - Summary of Significant Accounting Policies: Stock-Based Compensation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for stock issued to employees is determined as the fair value of consideration or services received or the fair value of the equity instruments issued, whichever is more reliably measured. The Financial Accounting Standards Board (FASB) issued ASU 2018-07 to expand the scope of Topic 718 to include share-based payments issued to nonemployees. |
Note 2 - Summary of Signific_16
Note 2 - Summary of Significant Accounting Policies: Leases (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. The Company recorded a Right-of-use asset of $52,904 and a Lease Liability of $52,904 as of March 31, 2021. |
Note 2 - Summary of Signific_17
Note 2 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued guidance that simplifies the accounting for income taxes by removing certain exceptions in existing guidance and improves consistency in application by clarifying and amending existing guidance. This guidance is effective for annual periods beginning after December 15, 2020, and interim periods within those annual periods, where the transition method varies depending upon the specific amendment. Early adoption is permitted, including adoption in any interim period. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period, and all amendments must be adopted in the same period. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. In January 2020, the FASB issued Accounting Standards Update (ASU) No. 2020-01, "Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815", which clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting under Topic 323, and the accounting for certain forward contracts and purchased options accounted for under Topic 815. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. In August 2020, the FASB issued Accounting Standards (ASU) No. 2020-06, DebtDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingContracts in Entitys Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entitys Own Equity, which clarifies if an entity must determine whether a contract qualifies for a scope exception from derivative accounting. This guidance must be applied to freestanding financial instruments and embedded features that have all the characteristics of a derivative instrument and freestanding financial instruments that potentially are settled in an entitys own stock, regardless of whether the instrument has all the characteristics of a derivative instrument. The analysis to determine whether a contract meets this scope exception includes two criteria: (1) the contract is indexed to an entitys own stock and (2) the contract is equity classified. If both of those criteria are not met, the contract must be recognized as an asset or a liability. Under Section 815-40-25 on recognition, an entity must determine whether a contract meets specific conditions to be classified as equity (referred to as the settlement criterion). This guidance is effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. |
Note 2 - Summary of Signific_18
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Change in derivative liability (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Change in derivative liability | Balance, December 31, 2020 $ 437,549 Issuance of new derivative liabilities 398,255 Change in fair market value of derivative liabilities (504,186) Balance, March 31, 2021 $ 331,618 |
Note 4 - Prepaid expense and _2
Note 4 - Prepaid expense and other current assets: Schedule of Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Prepaid expenses and other current assets | March 31, 2021 December 31, 2020 Prepaid consulting $ 168,276 $ 76,663 Insurance 646 665 Prepaid costs 1,118 - Total $ 170,040 $ 77,328 |
Note 5 - Property and Equipme_2
Note 5 - Property and Equipment: Schedule of Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Fixed Assets | March 31, 2021 December 31, 2020 Computer hardware $ 10,747 $ 10,747 Office furniture and equipment 3,639 3,639 Shipping and other equipment 7,023 7,023 Land 235,223 - Total 256,632 21,409 Accumulated depreciation (16,545) (16,350) Property and equipment, net $ 240,087 $ 5,059 |
Note 6 - Other Assets_ Schedule
Note 6 - Other Assets: Schedule of Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Other Assets | March 31, 2021 December 31, 2020 Prepaid consulting $ 83,896 $ 39,914 Deposit 4,123 11,638 Licenses, net 138,722 140,370 Total $ 226,741 $ 191,922 |
Note 6 - Other Assets_ Schedu_2
Note 6 - Other Assets: Schedule of Net licenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Net licenses | March 31, 2021 December 31, 2020 License $ 153,552 $ 153,552 Accumulated amortization (14,830) (13,182) Licenses, net $ 138,722 $ 140,370 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies: Schedule of Future Minimum Lease Payments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Tables/Schedules | |
Schedule of Future Minimum Lease Payments | For the quarter ending December 31, 2021 $ 18,720 2022 $ 25,572 2023 8,612 |
Note 1 - Organization and Bus_2
Note 1 - Organization and Business Description (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Details | |
Entity Incorporation, Date of Incorporation | Aug. 6, 2007 |
Entity Information, Former Legal or Registered Name | Friendly Auto Dealers, Inc. |
Note 2 - Summary of Signific_19
Note 2 - Summary of Significant Accounting Policies: Derivative Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Details | ||
Derivative Liability | $ 331,618 | $ 437,549 |
Note 2 - Summary of Signific_20
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Change in derivative liability (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Details | |
Derivative Liability, Current, Starting Balance | $ 437,549 |
Issuance of new derivative liabilities | 398,255 |
Change in fair market value of derivative liabilities | (504,186) |
Derivative Liability, Current, Ending Balance | $ 331,618 |
Note 2 - Summary of Signific_21
Note 2 - Summary of Significant Accounting Policies: Net Income (Loss) Per Share (Details) - shares | Mar. 31, 2020 | Mar. 31, 2021 |
Details | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,099,838,839 | 454,438,795 |
Note 3 - Restricted Cash (Detai
Note 3 - Restricted Cash (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Details | |
Restricted Cash, Current | $ 10,000 |
Restricted Cash, Current, Nature of Restriction, Description | used as collateral for a Company credit card |
Note 4 - Prepaid expense and _3
Note 4 - Prepaid expense and other current assets: Schedule of Prepaid expenses and other current assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Details | ||
Prepaid consulting | $ 168,276 | $ 76,663 |
Insurance | 646 | 665 |
Prepaid costs | 1,118 | 0 |
Prepaid expenses and other current assets | $ 170,040 | $ 77,328 |
Note 5 - Property and Equipme_3
Note 5 - Property and Equipment: Schedule of Fixed Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment, Gross | $ 256,632 | $ 21,409 |
Accumulated depreciation | (16,545) | (16,350) |
Property and equipment, net | 240,087 | 5,059 |
Computer Equipment | ||
Property, Plant and Equipment, Gross | 10,747 | 10,747 |
Office Equipment | ||
Property, Plant and Equipment, Gross | 3,639 | 3,639 |
Equipment | ||
Property, Plant and Equipment, Gross | $ 7,023 | $ 7,023 |
Note 6 - Other Assets_ Schedu_3
Note 6 - Other Assets: Schedule of Other Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Details | ||
Prepaid consulting | $ 83,896 | $ 39,914 |
Deposit | 4,123 | 11,638 |
Licenses, net | 138,722 | 140,370 |
Assets, Noncurrent | $ 226,741 | $ 191,922 |
Note 6 - Other Assets_ Schedu_4
Note 6 - Other Assets: Schedule of Net licenses (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Details | ||
License | $ 153,552 | $ 153,552 |
Accumulated amortization | (14,830) | (13,182) |
Licenses, net | $ 138,722 | $ 140,370 |
Note 7 - Notes Payable-Relate_2
Note 7 - Notes Payable-Related Party (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Details | |||
Long-term Debt, Description | unsecured interest-bearing demand notes | ||
Long-term Debt | $ 949,827 | $ 944,098 | |
Accrued Interest | $ 6,478 | $ 6,837 |
Note 8 - Convertible Notes Pa_2
Note 8 - Convertible Notes Payable: Convertible Promissory Notes (Details) - Convertible Notes Payable #1 | 3 Months Ended |
Mar. 31, 2021 | |
Debt Instrument, Description | Company entered into a convertible promissory note with principal amount totaling $53,500 with a third party for which the proceeds were used for operations |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Debt Instrument, Convertible, Terms of Conversion Feature | convertible to shares of the Company's common stock 180 days after issuance |
Note 8 - Convertible Notes Pa_3
Note 8 - Convertible Notes Payable: Derivative liabilities (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | |
Issuance of new derivative liabilities | $ 398,255 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year | |||
Derivative Liability | $ 331,618 | $ 437,549 | ||
Change in fair value of derivative liabilities | 504,186 | $ 236,402 | $ 236,402 | |
Amortization of debt discount | 66,856 | $ 47,769 | ||
Debt Instrument, Unamortized Discount, Current | 181,806 | $ 195,162 | ||
Conversion feature | ||||
Issuance of new derivative liabilities | $ 398,255 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes option pricing model | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.0039 | |||
Share Price | $ 0.031 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 255.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.18% | |||
Derivative Liabilities | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes option pricing model | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.0454 | |||
Share Price | $ 0.073 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 231.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.18% | |||
Derivative Liabilities | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.50% | |||
Derivative Liabilities | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.80% |
Note 9 - Equity (Details)
Note 9 - Equity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Common Stock, Shares Authorized | 3,500,000,000 | 3,500,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Shares, Issued | 2,244,453,070 | 2,223,741,391 |
Common Stock, Shares, Outstanding | 2,244,453,070 | 2,223,741,391 |
Preferred Stock, Shares Outstanding | 0 | |
Preferred Stock, Shares Issued | 0 | |
Stock Transaction 1 | ||
Stock Issued During Period, Shares, New Issues | 192,375,737 | |
Stock Issued | $ 607,500 | |
Stock Transaction 2 | ||
Stock Issued During Period, Shares, New Issues | 173,500,000 | |
Stock Issued | $ 669,750 | |
Stock Transaction 3 | ||
Stock Issued During Period, Shares, New Issues | 78,681,818 | |
Stock Issued | $ 495,900 | |
Stock Transaction 4 | ||
Stock Issued During Period, Shares, New Issues | 174,556,025 | |
Stock Issued | $ 703,152 | |
Stock Transaction 5 | ||
Stock Issued During Period, Shares, New Issues | 3,411,679 | |
Stock Issued | $ 217,500 | |
Stock Transaction 6 | ||
Stock Issued During Period, Shares, New Issues | 2,500,000 | |
Stock Issued | $ 172,500 | |
Stock Transaction 7 | ||
Stock Issued During Period, Shares, New Issues | 4,800,000 | |
Stock Issued | $ 60,000 |
Note 10- Subsequent Events (Det
Note 10- Subsequent Events (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Event #1 | |
Sale of Stock, Transaction Date | Apr. 12, 2021 |
Subsequent Event, Date | Apr. 12, 2021 |
Stock Issued During Period, Shares, New Issues | 1,771,758 |
Stock Issued | $ | $ 61,480 |
Event #2 | |
Sale of Stock, Transaction Date | Apr. 12, 2021 |
Subsequent Event, Date | Apr. 12, 2021 |
Stock Issued During Period, Shares, New Issues | 923,728 |
Stock Issued | $ | $ 54,500 |
Event #3 | |
Sale of Stock, Transaction Date | Apr. 12, 2021 |
Subsequent Event, Date | Apr. 12, 2021 |
Stock Issued During Period, Shares, New Issues | 500,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.059 |
Event #4 | |
Sale of Stock, Transaction Date | Apr. 19, 2021 |
Subsequent Event, Date | Apr. 19, 2021 |
Stock Issued During Period, Shares, New Issues | 500,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.054 |
Event #5 | |
Sale of Stock, Transaction Date | Apr. 19, 2021 |
Subsequent Event, Date | Apr. 19, 2021 |
Stock Issued During Period, Shares, New Issues | 160,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.05 |
Event #6 | |
Sale of Stock, Transaction Date | Apr. 20, 2021 |
Subsequent Event, Date | Apr. 20, 2021 |
Stock Issued During Period, Shares, New Issues | 2,693,160 |
Stock Issued | $ | $ 18,044 |
Note 11 - Commitments and Con_3
Note 11 - Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Details | |
Payments for Rent | $ 6,072 |
Note 11 - Commitments and Con_4
Note 11 - Commitments and Contingencies: Schedule of Future Minimum Lease Payments (Details) | Mar. 31, 2021USD ($) |
Details | |
2021 | $ 18,720 |
2022 | 25,572 |
2023 | $ 8,612 |