Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54554 | |
Entity Registrant Name | Therapeutic Solutions International, Inc. | |
Entity Central Index Key | 0001419051 | |
Entity Tax Identification Number | 45-1226465 | |
Entity Incorporation, State or Country Code | NV | |
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 | |
City Area Code | (760) | |
Local Phone Number | 295-7208 | |
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 | 2,545,356,759 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 165,690 | $ 94,036 |
Restricted cash | 10,223 | 10,223 |
Accounts receivable | 36,334 | 16,613 |
Inventory | 39,434 | 39,817 |
Prepaid expenses and other current assets | 689,911 | 959,307 |
Total current assets | 941,592 | 1,119,996 |
Property and equipment, net | 282,861 | 284,024 |
Right-of-use asset | 27,923 | 34,184 |
Other assets, net | 3,528,767 | 277,571 |
Total assets | 4,781,143 | 1,715,775 |
Current liabilities: | ||
Accounts payable | 372,449 | 394,035 |
Accounts payable-related parties | 7,340 | 9,791 |
Accrued expenses and other current liabilities | 488,449 | 487,208 |
Lease liability | 25,770 | 25,374 |
Notes payable, current portion | 4,638 | 4,071 |
Convertible notes payable, net of discount of $248,019 and $225,800, at March 31, 2022 and December 31, 2021, respectively | 104,481 | 79,200 |
Notes payable-related parties, net | 969,285 | 965,211 |
Derivative liabilities | 487,661 | 531,525 |
Total current liabilities | 2,460,073 | 2,496,415 |
LONG TERM LIABILITIES | ||
Notes payable, net of current portion | 13,888 | 15,532 |
Lease liability, net of current portion | 2,153 | 8,810 |
TOTAL LIABILITIES | 2,476,114 | 2,520,757 |
Commitments and contingencies | ||
Shareholders’ Equity (Deficit): | ||
Preferred stock, $ 0.001 par value; 5,000,000 shares authorized | ||
Common stock, $ 0.001 par value; 3,500,000,000 shares authorized; 2,514,998,180 and 2,311,123,860 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively. | 2,514,998 | 2,311,125 |
Additional paid-in capital | 14,506,200 | 10,899,139 |
Subscription receivable | (121,000) | (21,000) |
Accumulated deficit | (14,595,169) | (13,994,246) |
Total shareholders’ equity (deficit) | 2,305,029 | (804,982) |
Total liabilities and shareholders’ equity (deficit) | $ 4,781,143 | $ 1,715,775 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Debt instrument, unamortized discount, current | $ 248,019 | $ 225,800 |
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 | 2,514,998,180 | 2,311,123,860 |
Common stock, shares, outstanding | 2,514,998,180 | 2,311,123,860 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 84,898 | $ 21,061 |
Cost of goods sold | 15,938 | 11,081 |
Gross profit | 68,960 | 9,980 |
Operating expenses: | ||
General and administrative | 40,007 | 36,811 |
Salaries, wages, and related costs | 114,285 | 104,463 |
Consulting fees | 87,116 | 41,183 |
Legal and professional fees | 50,092 | 68,752 |
Research and development | 304,159 | 19,697 |
Total operating expenses | 595,659 | 270,906 |
Loss from operations | (526,699) | (260,926) |
Other income (expense): | ||
Loss on convertible note issuance | (66,532) | (348,255) |
Change in fair value of derivative liabilities | 142,306 | 504,186 |
Interest expense | (149,998) | (81,928) |
Total other income (expense) | (74,224) | 74,003 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (600,923) | (186,923) |
Provision for income taxes | ||
Net loss | $ (600,923) | $ (186,923) |
Net loss per share - basic and diluted | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 2,393,701,868 | 2,240,039,437 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 2,233,742 | $ 7,041,960 | $ (21,000) | $ (11,032,801) | $ (1,778,099) |
Beginning balance, shares at Dec. 31, 2020 | 2,233,741,391 | ||||
Common stock issued for prepaid fees | $ 2,500 | 170,000 | 172,500 | ||
Common stock issued for prepaid fees, shares | 2,500,000 | ||||
Common stock issued for accrued salaries | $ 4,800 | 55,200 | 60,000 | ||
Common stock issued for accrued salaries, shares | 4,800,000 | ||||
Common stock issued for cash | $ 3,411 | 214,088 | 217,499 | ||
Common stock issued for cash, shares | 3,411,679 | ||||
Net loss | (186,923) | (186,923) | |||
Ending balance, value at Mar. 31, 2021 | $ 2,244,453 | 7,481,248 | (21,000) | (11,219,724) | (1,515,023) |
Ending balance, shares at Mar. 31, 2021 | 2,244,453,070 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 2,233,742 | 7,041,960 | (21,000) | (11,032,801) | (1,778,099) |
Beginning balance, shares at Dec. 31, 2020 | 2,233,741,391 | ||||
Ending balance, value at Dec. 31, 2021 | $ 2,311,125 | 10,899,139 | (21,000) | (13,994,246) | (804,982) |
Ending balance, shares at Dec. 31, 2021 | 2,311,123,860 | ||||
Common stock issued for cash | $ 44,500 | 400,500 | (100,000) | 345,000 | |
Common stock issued for cash, shares | 44,500,000 | ||||
Net loss | (600,923) | (600,923) | |||
Common stock issued for salaries | $ 1,034 | 28,965 | 29,999 | ||
Common stock issued for salaries, shares | 1,034,482 | ||||
Common stock issued for license | $ 149,402 | 2,958,168 | 3,107,570 | ||
Common stock issued for license, shares | 149,402,390 | ||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | $ 8,937 | 106,338 | 115,275 | ||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 8,937,448 | ||||
Relief of derivative liabilities | 113,090 | 113,090 | |||
Ending balance, value at Mar. 31, 2022 | $ 2,514,998 | $ 14,506,200 | $ (121,000) | $ (14,595,169) | $ 2,305,029 |
Ending balance, shares at Mar. 31, 2022 | 2,514,998,180 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 176 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | |
Cash flows from operating activities | |||
Net loss | $ (600,923) | $ (186,923) | $ 14,500,000 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Loss on convertible note issuance | 66,532 | 348,255 | |
Change in fair value of derivative liabilities | (142,306) | (504,186) | |
Amortization of prepaid stock-based compensation | 303,056 | 14,375 | |
Amortization of debt discount | 134,031 | 66,856 | |
Patent amortization | 5,693 | 1,648 | |
Depreciation | 1,163 | 195 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (19,721) | (7,038) | |
Inventory | 383 | (1,452) | |
Prepaid expenses and other current assets | 17,021 | 21,431 | |
Right-of-use asset | 6,261 | 6,072 | |
Accounts payable | (21,586) | (4,441) | |
Accounts payable - related parties | (2,451) | ||
Accrued expenses and other current liabilities | 44,243 | 41,205 | |
Lease liability | (6,261) | (6,072) | |
Net cash used in operating activities | (214,865) | (210,075) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (235,223) | ||
Purchase of license | (200,000) | ||
Deposits | 7,515 | ||
Net cash used in investing activities | (200,000) | (227,708) | |
Cash flows from financing activities | |||
Payments on notes payable to related party | (2,404) | (750) | |
Proceeds from convertible notes payable | 145,000 | 50,000 | |
Payments on notes payable | (1,077) | ||
Proceeds from sale of common stock | 345,000 | 217,499 | |
Net cash provided by financing activities | 486,519 | 266,749 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 71,654 | (171,034) | |
Cash, cash equivalents and restricted cash at beginning of year | 104,259 | 262,349 | |
Cash, cash equivalents and restricted cash at end of year | 175,913 | 91,315 | 175,913 |
Supplemental cash flow information: | |||
Cash paid for interest | 710 | 606 | |
Cash paid for income taxes | |||
Non-cash investing and financing transactions: | |||
Original issuance discount on convertible notes payable | 11,250 | 3,500 | |
Debt discount recorded in connection with derivative liability | 145,000 | 50,000 | |
Common stock issued in conversion of convertible notes payable and interest | 228,365 | ||
Common stock issued for prepaid fees | 172,500 | ||
Common stock issued for accrued salaries | 29,999 | 60,000 | |
Accrued interest added to principal | 6,478 | 6,478 | |
Common stock issued for license | 3,107,570 | ||
Common stock issued for subscription receivable | 100,000 | ||
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: | |||
Cash and cash equivalents | 165,690 | 81,113 | 165,690 |
Restricted cash | 10,223 | 10,202 | 10,223 |
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows: | $ 175,913 | $ 91,315 | $ 175,913 |
Organization and Business Descr
Organization and Business Description | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Description | Note 1 – Organization and Business Description Therapeutic Solutions International, Inc. (“TSI” or the “Company”) was organized August 6, 2007 Friendly Auto Dealers, Inc., 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) one’s immune system. Activating one’s 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 one’s immune system is vital for reducing inflammation, autoimmune disorders and allergic reactions. TSI is developing a range of immune-modulatory agents to target certain cancers, improve maternal and fetal health, fight periodontal disease, and for daily health. 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. On August 4th, 2021, the Company announced clearance from the Food and Drug Administration (FDA) to initiate a Phase III pivotal trial for registration of the Company’s JadiCell™ universal donor stem cell as a treatment for COVID-19 associated lung failure under IND # 19757. In previous studies the Company has demonstrated the superior activity of JadiCell™ to other types of stem cells including bone marrow, adipose, cord blood, and placenta. Furthermore, the JadiCell™ was shown to be 100% effective in saving the lives of COVID-19 patients under the age of 85 in a double-blind placebo controlled clinical trial with patients in the ICU on a ventilator. In patients over the age of 85 the survival rate was 91%. 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 body’s 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. On May 9, 2022, the Company filed an Investigational New Drug Application for Treatment of Chronic Obstructive Pulmonary Disease (COPD) Using JadiCell™ Universal Donor Adult Stem Cells under IND Serial # 28508. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 Management does not expect existing cash as of March 31, 2022 to be sufficient to fund the Company’s 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 14.5 |
Basis of presentation and signi
Basis of presentation and significant accounting policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and significant accounting policies | Note 2 – Basis of presentation and significant accounting policies Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In the opinion of the Company’s management, the consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. No material activity in any subsidiaries. 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) Identify the contract with a customer. 2) Identify the performance obligations in the contract. 3) Determine the transaction price. 4) Allocate the transaction price to the performance obligations in the contract. 5) Recognize revenue when (or as) the entity satisfies a performance obligation. 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. Returns. Wholesale policies: Delivery. Purchase Price & Payments. Seller agrees to sell the Goods to Buyer for Fifty Percent (50%) off Sellers listed retail price (see Exhibit A). Seller will provide an invoice to Buyer at the time of delivery. All invoices must be paid, in full, within thirty (30) days. Any balances not paid within thirty (30) days will be subject to a five percent (5%) late payment penalty. In the event Buyer exceeds the aggregate of $500,000.00 worth of aforementioned products having been purchased, delivered, and paid for, Buyer will be entitled to an additional Five Percent (5%) discount up to the aggregate of $750,000.00. In the event Buyer exceeds the aggregate of $750,000.00 worth of aforementioned products having been purchased, delivered, and paid for, Buyer will be entitled to an additional Five Percent (5%) discount up to the aggregate of $1,500,000.00. All future sales after initial $1,500,000 in aggregate purchases will be sold at 60% off retail. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 Inspection of Goods & Rejection. Risk of Loss. Retail policies of e-commerce: Shipping. Out of Stock. 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. 250,000 0 0 Inventories Inventories are stated at lower of cost (using the first-in, first-out method, “FIFO”) or market. Inventories consist of purchased materials and assembly items. 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 2022 and 2021, 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. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 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 $ 487,661 531,525 Fair Value of Financial Instruments The Company’s 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 instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s 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 December 31, 2021 and 2020, 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 liability for the three months ended March 31, 2022: Schedule of Change in Derivative Liability Balance, December 31, 2021 $ 531,525 Issuance of new derivative liabilities 211,532 Conversions to paid-in capital (113,090 ) Change in fair market value of derivative liabilities (142,306 ) Balance, March 31, 2022 $ 487,661 Use of Estimates Estimates were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could differ materially from those estimates. Comprehensive Loss Comprehensive loss for the periods reported was comprised solely of the Company’s net loss. Net Loss Per Share Basic loss per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similar to basic 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. Since we had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded as their effect would be antidilutive. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 As of March 31, 2022 and 2021, a total of 134,887,029 454,438,795 Depreciation and Amortization Depreciation is calculated using the straight line method over the estimated useful lives of the assets. Amortization is computed using the straight line method over the term of the agreement. Depreciation expense for the three months ended March 31, 2022 and 2021 was $ 1,163 195 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, 2022 and 2021 was $ 5,693 1,648 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 $ 304,159 19,697 Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes,” “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” 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. The effective date for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective date is fiscal years beginning after December 15, 2019. The Company adopted during the year ended December 31, 2018 for which there was no impact on the consolidated financial statements. The Company issues shares for multiyear consulting agreements which are restricted and nonrefundable shares. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 Leases On 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. ASU 2016-02 became effective for the Company in the first quarter of 2019 and was adopted on a modified retrospective transition basis for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company recorded a Right-of-use asset and a Lease Liability of $ 27,923 Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance improves and clarifies the fair value measurement disclosure requirement of ASC 820. The new disclosure requirements include the changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurement held at the end of the reporting period and the explicit requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The other provisions of ASU 2018-13 also include eliminated and modified disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted, including in an interim period for which financial statements have not been issued or made available for issuance. The Company has evaluated the impact of adoption of this ASU and determined that it will have no significant impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminated certain exceptions and changed guidance on other matters. The exceptions relate to the allocation of income taxes in separate company financial statements, tax accounting for equity method investments and accounting for income taxes when the interim period year-to-date loss exceeds the anticipated full year loss. Changes relate to the accounting for franchise taxes that are income-based and non-income-based, determining if a step up in tax basis is part of a business combination or if it is a separate transaction, when enacted tax law changes should be included in the annual effective tax rate computation, and the allocation of taxes in separate company financial statements to a legal entity that is not subject to income tax. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the potential impact but does not believe there will be an impact of the adoption of this standard on its results of operations, financial position and cash flows and related disclosures. |
Restricted cash
Restricted cash | 3 Months Ended |
Mar. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Restricted cash | Note 3 – Restricted cash Included in current assets is a $ 10,000 0.6 This certificate matures on June 17, 2022, and is used as collateral for a Company credit card, pursuant to a security agreement dated June 20, 2011. |
Prepaid expense and other curre
Prepaid expense and other current assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expense And Other Current Assets | |
Prepaid expense and other current assets | Note 4 – Prepaid expense and other current assets Prepaid expenses and other current assets consist of the following: Schedule of Prepaid Expenses and Other Current Assets March 31, December 31, Prepaid consulting $ 663,208 $ 930,893 Insurance 775 987 Prepaid costs 25,928 27,427 Total $ 689,911 $ 959,307 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 |
Fixed assets
Fixed assets | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed assets | Note 5 – Fixed assets Fixed assets consist of the following: Schedule of Fixed Assets March 31, December 31, Land $ 235,223 $ 235,223 Vehicles 50,514 50,514 Computer hardware 5,935 5,935 Office furniture and equipment 7,912 7,912 Shipping and other equipment 1,575 1,575 Total 301,159 301,159 Accumulated depreciation (18,298 ) (17,135 ) Property and equipment, net $ 282,861 $ 284,024 Depreciation expense was $ 1,163 195 |
Other assets
Other assets | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets | Note 6 – Other assets Other assets consist of the following: Schedule of Other Assets March 31, December 31, Prepaid consulting $ 57,992 $ 108,673 Deposit 39,823 39,823 Licenses, net 3,430,952 129,075 Total $ 3,528,767 $ 277,571 As of June 1, 2019, we entered into a license agreement, which will be amortized over the life of the Patent. The Patent expires December 31, 2032. The Exclusive Patent License to the Jadi Cell is for use under the designated areas of CTE (Chronic Traumatic Encephalopathy), and TBI (Traumatic Brain Injury). The Jadi Cell is an cGMP grade and Research grade manufactured allogenic mesenchymal stem cells derived from US Patent No.: 9,803,176 B2. On 2/9/2021 the Company issued a Convertible Promissory Note (CPN) to JadiCell LLC that was never fully executed while the parties worked to finalize the agreement that resulted in an Exclusive Patent License Agreement (EPLA) being executed on 9/15/2021. Finally a Settlement Agreement was entered into on 2/23/2022. On 2/23/2022, we issued 149,402,390 0.0208 3,107,569.71 December 31, 2032 10 year As of March 25, 2022, we entered into a asset transfer and license agreement, which will be amortized over the life of the agreement. The agreement is for 5 200,000 1.8 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 Prepaid consulting agreements are for one to two years and are expensed monthly over the term of the agreement. The net licenses amount above consists of the following: Schedule of Net Licenses March 31, December 31, Licenses $ 3,461,122 $ 153,552 Accumulated amortization (30,170 ) (24,477 ) Licenses, net $ 3,430,952 $ 129,075 Amortization expense for the three months ended March 31, 2022 and 2021 was $ 5,693 1,648 |
Notes Payable-Related Party
Notes Payable-Related Party | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable-Related Party | Note 7 - Notes Payable-Related Party At March 31 2022 and December 31, 2021, the Company has unsecured interest-bearing demand notes outstanding to certain officers and directors amounting to $ 969,285 965,285 6,478 6,478 251,000 0.004 0.005 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 8 – Convertible Notes Payable At various times during the three months ended March 31, 2022, the Company entered into convertible promissory notes with principal amounts totaling $ 156,250 145,000 11,250 196,250 10 12 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% to 63% 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% 134,887,029 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 notes issued during the three months ended March 31, 2022, the Company valued the conversion feature on the date of issuance resulting in an initial liability of $ 211,532 66,532 0.0127 0.0137 0.021 0.027 0 160 216 0.48 1.06 one year During the three months ended March 31, 2022, convertible notes with principal and accrued interest balances totaling $ 115,275 8,937,448 113,090 0.012 0.014 0.018 0.025 0 166 185 0.51 0.89 0.49 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 On March 31, 2022, the derivative liabilities on the remaining convertible notes were revalued at $ 487,661 142,306 0.0125 0.0129 0.025 0 166 191 1.63 0.50 0.92 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, 2022 and 2021, the Company amortized $ 134,031 66,856 248,019 amortized through March 2023 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
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, 2022, we have 2,514,998,180 shares of common stock and no preferred shares issued and outstanding. In 2021, we issued 4,850,075 285,500 In 2021, we issued 21,000,000 858,900 In 2021, we issued 8,341,723 239,799 In 2021, we issued 1,500,000 58,900 In 2021, we issued 21,690,671 1,019,014 In 2022, we issued 44,500,000 345,000 In 2022, we issued 20,000,000 510,500 In 2022, we issued 1,034,482 29,999 In 2022, we issued 149,402,390 3,107,570 In 2022, we issued 8,937,448 228,365 |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 10 – Subsequent events On April 4, 2022,we issued 6,786,585 83,475 On April 5, 2022, we issued 9,000,000 0.0251 On May 2, 2022, we issued 7,000,000 0.026 On May 2, 2022, we issued 3,571,994 56,438 On May 3, 2022, we issued 2,000,000 0.0254 On May 5, 2022, we issued 2,000,000 0.0259 In accordance with ASC 855, the Company has analyzed its operations subsequent to March 31, 2022 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Effective March 1, 2020, the Company entered into a fifth amendment to a Lease Agreement for property located in Oceanside, CA. The lease consists of approximately 1,700 36 April 30, 2023 Total rent expense for the three months is $ 6,261 The lease will expire in 2023. The weighted average discount rate used for this lease is 5 Future minimum lease payments as of March 31, 2022 are as follows: Schedule of Future Minimum Lease Payments For the year ending December 31, 2022 $ 19,323 2023 $ 8,612 As of March 25, 2022, we entered into a asset transfer and license agreement, which will be amortized over the life of the agreement. The agreement is for 5 200,000 1.8 |
Basis of presentation and sig_2
Basis of presentation and significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In the opinion of the Company’s management, the consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. No material activity in any subsidiaries. |
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) Identify the contract with a customer. 2) Identify the performance obligations in the contract. 3) Determine the transaction price. 4) Allocate the transaction price to the performance obligations in the contract. 5) Recognize revenue when (or as) the entity satisfies a performance obligation. 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. Returns. Wholesale policies: Delivery. Purchase Price & Payments. Seller agrees to sell the Goods to Buyer for Fifty Percent (50%) off Sellers listed retail price (see Exhibit A). Seller will provide an invoice to Buyer at the time of delivery. All invoices must be paid, in full, within thirty (30) days. Any balances not paid within thirty (30) days will be subject to a five percent (5%) late payment penalty. In the event Buyer exceeds the aggregate of $500,000.00 worth of aforementioned products having been purchased, delivered, and paid for, Buyer will be entitled to an additional Five Percent (5%) discount up to the aggregate of $750,000.00. In the event Buyer exceeds the aggregate of $750,000.00 worth of aforementioned products having been purchased, delivered, and paid for, Buyer will be entitled to an additional Five Percent (5%) discount up to the aggregate of $1,500,000.00. All future sales after initial $1,500,000 in aggregate purchases will be sold at 60% off retail. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 Inspection of Goods & Rejection. Risk of Loss. Retail policies of e-commerce: Shipping. Out of Stock. |
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. 250,000 0 0 |
Inventories | Inventories Inventories are stated at lower of cost (using the first-in, first-out method, “FIFO”) or market. Inventories consist of purchased materials and assembly items. |
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 2022 and 2021, 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. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 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 $ 487,661 531,525 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s 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 instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s 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 December 31, 2021 and 2020, 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 liability for the three months ended March 31, 2022: Schedule of Change in Derivative Liability Balance, December 31, 2021 $ 531,525 Issuance of new derivative liabilities 211,532 Conversions to paid-in capital (113,090 ) Change in fair market value of derivative liabilities (142,306 ) Balance, March 31, 2022 $ 487,661 |
Use of Estimates | Use of Estimates Estimates were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could differ materially from those estimates. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss for the periods reported was comprised solely of the Company’s net loss. |
Net Loss Per Share | Net Loss Per Share Basic loss per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similar to basic 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. Since we had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded as their effect would be antidilutive. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 As of March 31, 2022 and 2021, a total of 134,887,029 454,438,795 |
Depreciation and Amortization | Depreciation and Amortization Depreciation is calculated using the straight line method over the estimated useful lives of the assets. Amortization is computed using the straight line method over the term of the agreement. Depreciation expense for the three months ended March 31, 2022 and 2021 was $ 1,163 195 |
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, 2022 and 2021 was $ 5,693 1,648 |
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. |
Research and Development | Research and Development Research and Development costs are expensed as incurred. Research and Development expenses were $ 304,159 19,697 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes,” “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” |
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. The effective date for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective date is fiscal years beginning after December 15, 2019. The Company adopted during the year ended December 31, 2018 for which there was no impact on the consolidated financial statements. The Company issues shares for multiyear consulting agreements which are restricted and nonrefundable shares. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 |
Leases | Leases On 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. ASU 2016-02 became effective for the Company in the first quarter of 2019 and was adopted on a modified retrospective transition basis for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company recorded a Right-of-use asset and a Lease Liability of $ 27,923 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance improves and clarifies the fair value measurement disclosure requirement of ASC 820. The new disclosure requirements include the changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurement held at the end of the reporting period and the explicit requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The other provisions of ASU 2018-13 also include eliminated and modified disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted, including in an interim period for which financial statements have not been issued or made available for issuance. The Company has evaluated the impact of adoption of this ASU and determined that it will have no significant impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminated certain exceptions and changed guidance on other matters. The exceptions relate to the allocation of income taxes in separate company financial statements, tax accounting for equity method investments and accounting for income taxes when the interim period year-to-date loss exceeds the anticipated full year loss. Changes relate to the accounting for franchise taxes that are income-based and non-income-based, determining if a step up in tax basis is part of a business combination or if it is a separate transaction, when enacted tax law changes should be included in the annual effective tax rate computation, and the allocation of taxes in separate company financial statements to a legal entity that is not subject to income tax. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the potential impact but does not believe there will be an impact of the adoption of this standard on its results of operations, financial position and cash flows and related disclosures. |
Basis of presentation and sig_3
Basis of presentation and significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Change in Derivative Liability | The following is the change in derivative liability for the three months ended March 31, 2022: Schedule of Change in Derivative Liability Balance, December 31, 2021 $ 531,525 Issuance of new derivative liabilities 211,532 Conversions to paid-in capital (113,090 ) Change in fair market value of derivative liabilities (142,306 ) Balance, March 31, 2022 $ 487,661 |
Prepaid expense and other cur_2
Prepaid expense and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expense And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: Schedule of Prepaid Expenses and Other Current Assets March 31, December 31, Prepaid consulting $ 663,208 $ 930,893 Insurance 775 987 Prepaid costs 25,928 27,427 Total $ 689,911 $ 959,307 |
Fixed assets (Tables)
Fixed assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following: Schedule of Fixed Assets March 31, December 31, Land $ 235,223 $ 235,223 Vehicles 50,514 50,514 Computer hardware 5,935 5,935 Office furniture and equipment 7,912 7,912 Shipping and other equipment 1,575 1,575 Total 301,159 301,159 Accumulated depreciation (18,298 ) (17,135 ) Property and equipment, net $ 282,861 $ 284,024 |
Other assets (Tables)
Other assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consist of the following: Schedule of Other Assets March 31, December 31, Prepaid consulting $ 57,992 $ 108,673 Deposit 39,823 39,823 Licenses, net 3,430,952 129,075 Total $ 3,528,767 $ 277,571 |
Schedule of Net Licenses | Prepaid consulting agreements are for one to two years and are expensed monthly over the term of the agreement. The net licenses amount above consists of the following: Schedule of Net Licenses March 31, December 31, Licenses $ 3,461,122 $ 153,552 Accumulated amortization (30,170 ) (24,477 ) Licenses, net $ 3,430,952 $ 129,075 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of March 31, 2022 are as follows: Schedule of Future Minimum Lease Payments For the year ending December 31, 2022 $ 19,323 2023 $ 8,612 |
Organization and Business Des_2
Organization and Business Description (Details Narrative) - USD ($) | Aug. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Entity incorporation date | Aug. 6, 2007 | |||
Entity information, former legal or registered name | Friendly Auto Dealers, Inc., | |||
Unusual or infrequent item, description | Furthermore, the JadiCell™ was shown to be 100% effective in saving the lives of COVID-19 patients under the age of 85 in a double-blind placebo controlled clinical trial with patients in the ICU on a ventilator. In patients over the age of 85 the survival rate was 91%. | |||
Net loss | $ (600,923) | $ (186,923) | $ 14,500,000 |
Schedule of Change in Derivativ
Schedule of Change in Derivative Liability (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Accounting Policies [Abstract] | |
Beginning Balance | $ 531,525 |
Issuance of new derivative liabilities | 211,532 |
Conversions to paid-in capital | (113,090) |
Change in fair market value of derivative liabilities | (142,306) |
Ending Balance | $ 487,661 |
Basis of presentation and sig_4
Basis of presentation and significant accounting policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Payments description | Seller agrees to sell the Goods to Buyer for Fifty Percent (50%) off Sellers listed retail price (see Exhibit A). Seller will provide an invoice to Buyer at the time of delivery. All invoices must be paid, in full, within thirty (30) days. Any balances not paid within thirty (30) days will be subject to a five percent (5%) late payment penalty. In the event Buyer exceeds the aggregate of $500,000.00 worth of aforementioned products having been purchased, delivered, and paid for, Buyer will be entitled to an additional Five Percent (5%) discount up to the aggregate of $750,000.00. In the event Buyer exceeds the aggregate of $750,000.00 worth of aforementioned products having been purchased, delivered, and paid for, Buyer will be entitled to an additional Five Percent (5%) discount up to the aggregate of $1,500,000.00. All future sales after initial $1,500,000 in aggregate purchases will be sold at 60% off retail. | ||
Cash, FDIC insured amount | $ 0 | $ 0 | |
Derivative liabilities | $ 487,661 | $ 531,525 | |
Antidilutive securities excluded from computation of earnings per share, amount | 134,887,029 | 454,438,795 | |
Depreciation expense | $ 1,163 | $ 195 | |
Amortization of intangible assets | 5,693 | 1,648 | |
Research and development expense | 304,159 | $ 19,697 | |
Right-of-use asset | 27,923 | $ 34,184 | |
Lease liability | 27,923 | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cash, FDIC insured amount | $ 250,000 |
Restricted cash (Details Narrat
Restricted cash (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Cash and Cash Equivalents [Abstract] | |
Restricted cash and non-cash equivalents | $ 10,000 |
Annual interest rate | 0.60% |
Restricted cash description | This certificate matures on June 17, 2022, and is used as collateral for a Company credit card, pursuant to a security agreement dated June 20, 2011. |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense And Other Current Assets | ||
Prepaid consulting | $ 663,208 | $ 930,893 |
Insurance | 775 | 987 |
Prepaid costs | 25,928 | 27,427 |
Total | $ 689,911 | $ 959,307 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 301,159 | $ 301,159 |
Accumulated depreciation | (18,298) | (17,135) |
Property and equipment, net | 282,861 | 284,024 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 235,223 | 235,223 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 50,514 | 50,514 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 5,935 | 5,935 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 7,912 | 7,912 |
Shipping and Other Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,575 | $ 1,575 |
Fixed assets (Details Narrative
Fixed assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,163 | $ 195 |
Schedule of Other Assets (Detai
Schedule of Other Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid consulting | $ 57,992 | $ 108,673 |
Deposit | 39,823 | 39,823 |
Licenses, net | 3,430,952 | 129,075 |
Total | $ 3,528,767 | $ 277,571 |
Schedule of Net Licenses (Detai
Schedule of Net Licenses (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Licenses | $ 3,461,122 | $ 153,552 |
Accumulated amortization | (30,170) | (24,477) |
Licenses, net | $ 3,430,952 | $ 129,075 |
Other assets (Details Narrative
Other assets (Details Narrative) - USD ($) | Mar. 25, 2022 | Feb. 23, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Number of shares issuance value | $ 345,000 | $ 217,499 | ||
Payment to acquire license | 200,000 | |||
Amortization of intangible assets | $ 5,693 | $ 1,648 | ||
Common Stock [Member] | ||||
Number of shares issuance | 44,500,000 | 3,411,679 | ||
Number of shares issuance value | $ 44,500 | $ 3,411 | ||
Exclusive Patent License Agreement [Member] | Convertible Promissory Note [Member] | ||||
Patent expires agreement date | Dec. 31, 2032 | |||
Amortized useful life | 10 years | |||
Exclusive Patent License Agreement [Member] | Convertible Promissory Note [Member] | Common Stock [Member] | ||||
Number of shares issuance | 149,402,390 | |||
Share price | $ 0.0208 | |||
Number of shares issuance value | $ 3,107,569.71 | |||
Assets Transfer and License Agreement [Member] | ||||
Amortized life of agreement | 5 years | |||
Assets Transfer and License Agreement [Member] | Initial Payment [Member] | ||||
Payment to acquire license | $ 200,000 | |||
Assets Transfer and License Agreement [Member] | Second Payment [Member] | ||||
Payment to acquire license | $ 1,800,000 |
Notes Payable-Related Party (De
Notes Payable-Related Party (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | |||
Notes payable related party | $ 969,285 | $ 965,211 | |
Officers and Directors [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable related party | 969,285 | $ 965,285 | |
Accrued interest | 6,478 | $ 6,478 | |
Debt conversion amount | $ 251,000 | ||
Officers and Directors [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt conversion price | $ 0.004 | ||
Officers and Directors [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt conversion price | $ 0.005 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Debt Instrument [Line Items] | |||
Proceeds from convertible debt | $ 145,000 | $ 50,000 | |
Derivative liabilities | 487,661 | $ 531,525 | |
Interest expenses | 149,998 | 81,928 | |
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Debt discount | 248,019 | ||
Interest expenses | $ 134,031 | $ 66,856 | |
Debt maturity date description | amortized through March 2023 | ||
Convertible Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt principal amount | $ 156,250 | ||
Proceeds from convertible debt | 145,000 | ||
Debt discount | 11,250 | ||
Outstanding convertible debt | $ 196,250 | ||
Debt conversion description | 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% to 63% 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% | ||
Common shares reserve for future issuance | shares | 134,887,029 | ||
Derivative issuance liability | $ 211,532 | ||
Loss on derivative liability | $ 66,532 | ||
Convertible Promissory Note [Member] | Measurement Input, Expected Term [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input term | 1 year | ||
Convertible Promissory Note [Member] | Derivative [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 0 | ||
Convertible Promissory Note [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate percentage | 10.00% | ||
Convertible Promissory Note [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 0.48 | ||
Convertible Promissory Note [Member] | Minimum [Member] | Derivative [Member] | Measurement Input, Conversion Price [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | $ / shares | 0.0127 | ||
Convertible Promissory Note [Member] | Minimum [Member] | Derivative [Member] | Measurement Input, Share Price [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | $ / shares | 0.021 | ||
Convertible Promissory Note [Member] | Minimum [Member] | Derivative [Member] | Measurement Input, Price Volatility [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 160 | ||
Convertible Promissory Note [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate percentage | 12.00% | ||
Convertible Promissory Note [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 1.06 | ||
Convertible Promissory Note [Member] | Maximum [Member] | Derivative [Member] | Measurement Input, Conversion Price [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | $ / shares | 0.0137 | ||
Convertible Promissory Note [Member] | Maximum [Member] | Derivative [Member] | Measurement Input, Share Price [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | $ / shares | 0.027 | ||
Convertible Promissory Note [Member] | Maximum [Member] | Derivative [Member] | Measurement Input, Price Volatility [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 216 | ||
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes payable | $ 115,275 | ||
Debt conversion of convertible shares | shares | 8,937,448 | ||
Additional paid in capital on convertible debt features | $ 113,090 | ||
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 0 | ||
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Expected Term [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input term | 5 months 26 days | ||
Convertible Notes Payable [Member] | Minimum [Member] | Derivative [Member] | Measurement Input, Conversion Price [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | $ / shares | 0.012 | ||
Convertible Notes Payable [Member] | Minimum [Member] | Derivative [Member] | Measurement Input, Share Price [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | $ / shares | 0.018 | ||
Convertible Notes Payable [Member] | Minimum [Member] | Derivative [Member] | Measurement Input, Price Volatility [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 166 | ||
Convertible Notes Payable [Member] | Minimum [Member] | Derivative [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 0.51 | ||
Convertible Notes Payable [Member] | Maximum [Member] | Derivative [Member] | Measurement Input, Conversion Price [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | $ / shares | 0.014 | ||
Convertible Notes Payable [Member] | Maximum [Member] | Derivative [Member] | Measurement Input, Share Price [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | $ / shares | 0.025 | ||
Convertible Notes Payable [Member] | Maximum [Member] | Derivative [Member] | Measurement Input, Price Volatility [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 185 | ||
Convertible Notes Payable [Member] | Maximum [Member] | Derivative [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 0.89 | ||
Remaining Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liabilities | $ 487,661 | ||
Gain on derivative liabilities | $ 142,306 | ||
Remaining Convertible Notes [Member] | Measurement Input, Share Price [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | $ / shares | 0.025 | ||
Remaining Convertible Notes [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 0 | ||
Remaining Convertible Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 1.63 | ||
Remaining Convertible Notes [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 166 | ||
Remaining Convertible Notes [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input term | 6 months | ||
Remaining Convertible Notes [Member] | Minimum [Member] | Measurement Input, Exercise Price [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | $ / shares | 0.0125 | ||
Remaining Convertible Notes [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | 191 | ||
Remaining Convertible Notes [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input term | 11 months 1 day | ||
Remaining Convertible Notes [Member] | Maximum [Member] | Measurement Input, Exercise Price [Member] | |||
Debt Instrument [Line Items] | |||
Derivative liability, measurement input | $ / shares | 0.0129 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Capital Units, Authorized | 3,505,000,000 | |||
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, Outstanding | 2,514,998,180 | 2,311,123,860 | ||
Preferred Stock, Shares Outstanding | 0 | |||
Common stock issued for cash | $ 345,000 | $ 217,499 | ||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock issued for cash, shares | 44,500,000 | 3,411,679 | ||
Common stock issued for cash | $ 44,500 | $ 3,411 | ||
Common Stock [Member] | Convertible Notes Payable [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock issued for cash, shares | 8,937,448 | 21,690,671 | ||
Common stock issued for cash | $ 228,365 | $ 1,019,014 | ||
Common Stock [Member] | Land Development [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock issued for cash, shares | 1,500,000 | |||
Common stock issued for cash | $ 58,900 | |||
Common Stock [Member] | Salaries [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock issued for cash, shares | 1,034,482 | 8,341,723 | ||
Common stock issued for cash | $ 29,999 | $ 239,799 | ||
Common Stock [Member] | License [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock issued for cash, shares | 149,402,390 | |||
Common stock issued for cash | $ 3,107,570 | |||
Common Stock [Member] | Consulting Services [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock issued for cash, shares | 20,000,000 | 21,000,000 | ||
Common stock issued for cash | $ 510,500 | $ 858,900 | ||
Common Stock [Member] | Private Placement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock issued for cash, shares | 44,500,000 | 4,850,075 | ||
Common stock issued for cash | $ 345,000 | $ 285,500 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | May 05, 2022 | May 03, 2022 | May 02, 2022 | Apr. 05, 2022 | Apr. 04, 2022 | Mar. 31, 2022 |
Subsequent Event [Line Items] | ||||||
Conversion of common stock | $ 115,275 | |||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of common stock, shares | 8,937,448 | |||||
Conversion of common stock | $ 8,937 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued for consulting service | 2,000,000 | 2,000,000 | 7,000,000 | 9,000,000 | ||
Share issued price per share | $ 0.0259 | $ 0.0254 | $ 0.026 | $ 0.0251 | ||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of common stock, shares | 3,571,994 | 6,786,585 | ||||
Conversion of common stock | $ 56,438 | $ 83,475 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) | Mar. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 19,323 |
2023 | $ 8,612 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Mar. 25, 2022USD ($) | Mar. 31, 2022USD ($)ft² | Mar. 31, 2021USD ($) |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Payment to acquire license | $ 200,000 | ||
Assets Transfer and License Agreement [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Amortized life of agreement | 5 years | ||
Assets Transfer and License Agreement [Member] | Initial Payment [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Payment to acquire license | $ 200,000 | ||
Assets Transfer and License Agreement [Member] | Second Payment [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Payment to acquire license | $ 1,800,000 | ||
Effective March 1, 2020 [Member] | Lease Agreement [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Area of land | ft² | 1,700 | ||
Lease contract term | 36 months | ||
Lease expiration date | Apr. 30, 2023 | ||
Rental expense | $ 6,261 | ||
Lease description | The lease will expire in 2023. The weighted average discount rate used for this lease is 5% (average borrowing rate of the Company). | ||
Operating lease discount rate | 5.00% |