Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | ||
Title of 12(g) Security | Common Stock, $0.001 par value per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,296,570,604 | ||
Entity Common Stock, Shares Outstanding | 2,734,250,749 | ||
Auditor Firm ID | 5525 | ||
Auditor Name | Fruci & Associates II, PLLC | ||
Auditor Location | Spokane, Washington |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 18,040 | $ 94,036 |
Restricted cash | 11,003 | 10,223 |
Accounts receivable | 25,398 | 16,613 |
Inventory | 42,428 | 39,817 |
Prepaid expenses and other current assets | 212,352 | 959,307 |
Total current assets | 309,221 | 1,119,996 |
Property and equipment, net | 273,078 | 284,024 |
Right-of-use asset | 8,612 | 34,184 |
Other assets | 3,014,620 | 277,571 |
Total assets | 3,605,531 | 1,715,775 |
Current liabilities: | ||
Accounts payable | 401,992 | 394,035 |
Accounts payable-related parties | 7,209 | 9,791 |
Accrued expenses and other current liabilities | 531,783 | 487,208 |
Lease liability | 8,612 | 25,374 |
Notes payable, current portion | 4,638 | 4,071 |
Convertible notes payable, net of discount of $175,063 and $225,800, at December 31, 2022 and 2021, respectively | 65,187 | 79,200 |
Notes payable-related parties, net | 988,672 | 965,211 |
Derivative liabilities | 202,144 | 531,525 |
Total current liabilities | 2,210,237 | 2,496,415 |
LONG TERM LIABILITIES | ||
Notes payable, net of current portion | 10,507 | 15,532 |
Lease liability, net of current portion | 8,810 | |
TOTAL LIABILITIES | 2,220,744 | 2,520,757 |
Commitments and contingencies | ||
Shareholders’ Equity (Deficit): | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized, 2 shares and 0 shares issued and outstanding at December 31, 2022 and 2021, respectively | ||
Common stock, $0.001 par value; 3,500,000,000 shares authorized; 2,617,390,830 and 2,311,123,860 shares issued and outstanding at December 31, 2022 and 2021, respectively. | 2,617,392 | 2,311,125 |
Additional paid-in capital | 16,334,129 | 10,899,139 |
Shares to be issued | 126,324 | |
Subscription receivable | (21,000) | (21,000) |
Accumulated deficit | (17,672,058) | (13,994,246) |
Total shareholders’ equity (deficit) | 1,384,787 | (804,982) |
Total liabilities and shareholders’ equity (deficit) | $ 3,605,531 | $ 1,715,775 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Debt instrument, unamortized discount, current | $ 175,063 | $ 225,800 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2 | 0 |
Preferred stock, shares outstanding | 2 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 |
Common stock, shares, issued | 2,617,390,830 | 2,311,123,860 |
Common stock, shares, outstanding | 2,617,390,830 | 2,311,123,860 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 206,767 | $ 145,956 |
Cost of goods sold | 79,440 | 42,544 |
Gross profit | 127,327 | 103,412 |
Operating expenses: | ||
General and administrative | 491,928 | 138,710 |
Salaries, wages, and related costs | 444,865 | 436,555 |
Consulting fees | 432,033 | 264,540 |
Legal and professional fees | 397,302 | 773,203 |
Research and development | 1,441,128 | 794,750 |
Total operating expenses | 3,207,256 | 2,407,758 |
Loss from operations | (3,079,929) | (2,304,346) |
Other income (expense): | ||
Loss on derivative liabilities | (131,475) | (539,006) |
Change in fair value of derivative liabilities | 291,123 | 494,501 |
Interest expense | (646,089) | (611,794) |
Other expense | (110,642) | |
Total other income (expense) | (597,083) | (656,299) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (3,677,012) | (2,960,645) |
Provision for income taxes | 800 | 800 |
Net loss | $ (3,677,812) | $ (2,961,445) |
Net loss per share - basic and diluted | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 2,528,062,958 | 2,263,126,970 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Shares To Be Issued [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 2,233,742 | $ 7,041,960 | $ (21,000) | $ (11,032,801) | $ (1,778,099) | ||
Balance, shares at Dec. 31, 2020 | 2,233,741,391 | ||||||
Common stock issued for services | $ 21,000 | 837,900 | 858,900 | ||||
Common stock issued for services, shares | 21,000,000 | ||||||
Common stock issued for prepaid fees | $ 20,000 | 1,452,450 | 1,472,450 | ||||
Common stock issued for prepaid fees, shares | 20,000,000 | ||||||
Common stock issued for salaries | $ 8,342 | 231,457 | 239,799 | ||||
Common stock issued for salaries, shares | 8,341,723 | ||||||
Common stock issued for cash | $ 4,850 | 280,649 | 285,499 | ||||
Common stock issued for cash, shares | 4,850,075 | ||||||
Common stock issued for land development | $ 1,500 | 57,400 | 58,900 | ||||
Common stock issued for land development, shares | 1,500,000 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | $ 21,691 | 508,044 | 529,735 | ||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 21,690,671 | ||||||
Relief of derivative liabilities | 489,279 | 489,279 | |||||
Net loss | (2,961,445) | (2,961,445) | |||||
Balance at Dec. 31, 2021 | $ 2,311,125 | 10,899,139 | (21,000) | (13,994,246) | (804,982) | ||
Balance, shares at Dec. 31, 2021 | 2,311,123,860 | ||||||
Common stock issued for services | $ 32,413 | 557,107 | 102,000 | 691,520 | |||
Common stock issued for services, shares | 32,412,577 | ||||||
Common stock issued for prepaid fees | $ 11,000 | 231,320 | 242,320 | ||||
Common stock issued for prepaid fees, shares | 11,000,000 | ||||||
Common stock issued for salaries | $ 4,812 | 62,587 | 67,399 | ||||
Common stock issued for salaries, shares | 4,812,259 | ||||||
Common stock issued for cash | $ 44,500 | 400,500 | 445,000 | ||||
Common stock issued for cash, shares | 44,500,000 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | $ 64,140 | 1,225,308 | 24,324 | 1,313,772 | |||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 64,139,744 | ||||||
Net loss | (3,677,812) | (3,677,812) | |||||
Common stock issued for license | $ 149,402 | 2,958,168 | 3,107,570 | ||||
Common stock issued for license, shares | 149,402,390 | ||||||
Issuance of preferred stock | |||||||
Issuance of preferred stock, shares | 2 | ||||||
Balance at Dec. 31, 2022 | $ 2,617,392 | $ 16,334,129 | $ 126,324 | $ (21,000) | $ (17,672,058) | $ 1,384,787 | |
Balance, shares at Dec. 31, 2022 | 2 | 2,617,390,830 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (3,677,812) | $ (2,961,445) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation to consultants | 380,820 | 397,750 |
Stock-based compensation to related parties | 310,700 | 461,150 |
Loss on derivative liabilities | 131,475 | 539,006 |
Change in fair value of derivative liabilities | (291,123) | (494,501) |
Amortization of prepaid stock-based compensation | 951,748 | 480,135 |
Amortization of debt discount | 593,463 | 541,612 |
Patent amortization | 233,685 | 11,295 |
Depreciation | 10,946 | 6,772 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,785) | (14,172) |
Inventory | (2,611) | (34,418) |
Prepaid expenses and other current assets | 174,364 | 64,777 |
Right-of-use asset | 25,572 | 24,792 |
Accounts payable | 15,166 | 91,557 |
Accounts payable - related parties | (9,791) | 2,581 |
Accrued expenses and other current liabilities | 169,451 | 188,979 |
Lease liability | (25,572) | (24,792) |
Net cash used in operating activities | (1,018,304) | (718,922) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (260,565) | |
Deposits | 4,015 | |
Net cash used in investing activities | (256,550) | |
Cash flows from financing activities | ||
Payments on notes payable to related party | (2,453) | (4,799) |
Proceeds from convertible notes payable | 505,000 | 538,750 |
Payments on notes payable | (4,459) | (2,068) |
Proceeds from sale of common stock | 445,000 | 285,499 |
Net cash provided by financing activities | 943,088 | 817,382 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (75,216) | (158,090) |
Cash, cash equivalents and restricted cash at beginning of period | 104,259 | 262,349 |
Cash, cash equivalents and restricted cash at end of period | 29,043 | 104,259 |
Supplemental cash flow information: | ||
Cash paid for interest | 3,173 | 3,312 |
Cash paid for income taxes | 800 | 800 |
Non-cash investing and financing transactions: | ||
Original issuance discount on convertible notes payable | 39,000 | 33,500 |
Debt discount recorded in connection with derivative liability | 503,726 | 538,750 |
Common stock issued in conversion of convertible notes payable and interest | 1,313,772 | 1,019,014 |
Property and equipment purchased with note payable | 21,671 | |
Common stock issued for prepaid fees | 242,320 | 1,472,450 |
Common stock issued for accrued salaries | 67,399 | 239,799 |
Accrued interest added to principal | 25,914 | 25,912 |
Common stock issued for license | 3,107,570 | |
Common stock issued for land development | 58,900 | |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: | ||
Cash and cash equivalents | 18,040 | 94,036 |
Restricted cash | 11,003 | 10,223 |
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows: | $ 29,043 | $ 104,259 |
Organization and Business Descr
Organization and Business Description | 12 Months Ended |
Dec. 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 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. TSOI is developing a range of immune-modulatory agents to target certain cancers, schizophrenia, suicidal ideation, traumatic brain injury, lung pathologies, 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 Augus t 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. Consolidated Notes to Financial Statements December 31, 2022 Management does not expect existing cash as of December 31, 2022 or as of March 31, 2023 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 which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2022, the Company has incurred losses totaling $ 17.3 |
Basis of presentation and signi
Basis of presentation and significant accounting policies | 12 Months Ended |
Dec. 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. Accounts Receivable Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts, and the Company generally does not require collateral. As a general policy, the Company determines an allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The Company recorded an allowance for doubtful accounts of $ 6,807 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. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 Note 2 – Basis of presentation and significant accounting policies (Continued) 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. Inspection of Goods & Rejection. Risk of Loss. Retail policies of e-commerce: Returns. 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. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 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. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 Note 2 – Basis of presentation and significant accounting policies (Continued) 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. 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 $ 202,144 531,525 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 years ended December 31, 2022 and 2021: Schedule of Change in Derivative Liability Balance, December 31, 2020 $ 437,549 Issuance of new derivative liabilities 1,077,756 Conversions (489,279 ) Change in fair market value of derivative liabilities (494,501 ) Balance, December 31, 2021 531,525 Issuance of new derivative liabilities 674,971 Conversions (713,229 ) Change in fair market value of derivative liabilities (291,123 ) Balance, December 31, 2022 $ 202,144 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 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. As of December 31, 2022 and 2021, a total of 267,136,056 95,273,690 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 years ended December 31, 2022 and 2021 was $ 10,946 6,772 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 years ended December 31, 2022 and 2021 was $ 233,685 11,295 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. Shipping and Handling The Company recognizes shipping and handling billed to customers as a component of net revenues, and the cost of shipping and handling within general administrative expenses. Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2022 and 2021 were $ 4,132 0 Research and Development Research and Development costs are expensed as incurred. Research and Development expenses were $ 1,441,128 794,750 Income Taxes The Company accounts for income taxes under ASC 7”0 “Income Tax”s,” “Accounting for Income Ta”es” “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 Note 2 – Basis of presentation and significant accounting policies (Continued) 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. 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 $ 8,612 |
Restricted cash
Restricted cash | 12 Months Ended |
Dec. 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, 2023, 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 | 12 Months Ended |
Dec. 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 December 31, 2022 December 31, 2021 Prepaid consulting $ 148,550 $ 930,893 Insurance 1,141 987 Prepaid costs 62,661 27,427 Total $ 212,352 $ 959,307 |
Fixed assets
Fixed assets | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed assets | Note 5 – Fixed assets Fixed assets consist of the following: Schedule of Fixed Assets December 31, 2022 December 31, 2021 Land $ 235,223 $ 235,223 Vehicles 50,514 50,514 Computer hardware 6,135 5,935 Office furniture and equipment 7,912 7,912 Shipping and other equipment 1,575 1,575 Total 301,359 301,159 Accumulated depreciation (28,281 ) (17,135 ) Property and equipment, net $ 273,078 $ 284,024 Depreciation expense was $ 10,946 6,772 |
Other assets
Other assets | 12 Months Ended |
Dec. 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 December 31, 2022 December 31, 2021 Prepaid consulting $ 7,537 $ 108,673 Deposit 4,123 39,823 Licenses, net 3,002,960 129,075 Total $ 3,014,620 $ 277,571 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 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 December 31, 2022 December 31, 2021 Licenses $ 3,261,122 $ 153,552 Accumulated amortization (258,162 ) (24,477 ) Licenses, net $ 3,002,960 $ 129,075 Amortization expense for the years ended December 31, 2022 and 2021 was $ 233,685 24,477 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. Forward looking the Company intends to file an Investigational New Drug Application (IND) for brain injured patients who have been intensively cared for and mechanically ventilated due to covid-19 illness and a second IND for CTE/TBI as well in keeping with the spirit of the licensing agreement to advance the Jadi Cell through to FDA Approval for CTE/TBI. On February 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 September 15, 2021. Finally, a Settlement Agreement was entered into on February 23, 2022. On February 23, 2022, we issued 149,402,390 shares of common stock, valued at $ 0.0208 per share, for the EPLA, with a final value of the license being recorded at $ 3,107,570 . The Patent expires December 31, 2032 . The Exclusive Patent License to the Jadi Cell is for use under the designated areas of all applicable Lung Pathology. The Jadi Cell is an cGMP grade and Research grade manufactured allogenic mesenchymal stem cells derived from US Patent No.: 9,803,176 B2 and will be amortized over the 10 year life of the Patent. 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 until March 24, 2027 . The Company has made an initial payment of $ 200,000 . Within six months, the Company will make a second payment of $ 1.8 million. The agreement is in default and the initial paymentof $200,000 was expensed to research & development. |
Convertible notes payable
Convertible notes payable | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable | |
Convertible notes payable | Note 7 – Convertible notes payable At various times during the year ended December 31, 2022, the Company entered into convertible promissory notes with principal amounts totaling $ 544,000 505,000 39,000 10 mature on dates ranging from January 1, 2023 to December 5, 2023 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 a percentage of 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 con’ersion 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%. 267,136,056 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 Note 7 – Convertible notes payable (continued) At various times during the year ended December 31, 2021, the Company entered into convertible promissory notes with principal amounts totaling $ 572,250 538,750 33,500 10 12 mature on dates ranging from January 25, 2022 to December 15, 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 apercentage ranging from 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%. 95,273,690 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 year ended December 31, 2022, the Company valued the conversion features on the date of issuance resulting in initial liabilities totaling $ 674,971 171,245 0.0058 0.0143 0.008 0.0272 0 148 216 0.48 4.77 one year During the year ended December 31, 2022, convertible notes principal plus their accrued interest totaling $ 774,176 68,193,798 4,054,054 39,770 0.0038 0.016 0.006 0.026 0 63 191 0.51 4.74 0.44 0.50 On December 31, 2022, the derivative liabilities on the remaining convertible notes were revalued at $ 202,144 291,123 0.0038 0.006 0 96 120 4.71 0.49 0.93 For the notes issued during the year ended December 31, 2021, the Company valued the conversion features on the date of issuance resulting in initial liabilities totaling $ 1,077,756 539,006 0.0039 0.0351 0.0217 0.0540 0 197 264 0.05 0.29 one year THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 Note 7 – Convertible notes payable (Continued) During the year ended December 31, 2021, convertible notes principal plus their accrued interest totaling $ 529,735 21,690,671 489,279 0.0136 0.035 0.022 0.057 0 125 251 0.06 0.29 0.48 0.50 On December 31, 2021, the derivative liabilities on the remaining five convertible notes were revalued at $ 531,525 494,501 0.0123 0.0127 0.029 0 165 218 0.39 0.53 0.96 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 years ended December 31, 2022 and 2021, the Company amortized $ 593,463 541,612 175,063 |
Notes payable-related parties
Notes payable-related parties | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes payable-related parties | Note 8 – Notes payable-related parties Notes payable-related parties consist of: Schedule of Notes Payable Related Parties December 31, 2022 December 31, 2021 $ - $ 2,356 Note payable – Scientific Advisory Board Member, unsecured, including interest at 10 December 31, 2019 $ - $ 2,356 One notes payable – Chief Executive Officer, unsecured, including interest at 8 10 December 31, 2019 29,090 27,577 One note payable – Chief Executive Officer, unsecured, no interest, paid from a % of revenues 534,448 534,544 Note payable – Chief Financial Officer, unsecured, including interest at 8 December 31, 2019 124,800 118,400 Three notes payable – Business Advisory Board Member, unsecured, including interest at 8 10 0.005 0.004 April 20, 2019 30,334 282,334 988,672 965,211 $ 988,672 $ 965,211 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 9 – Related party transactions As of December 31, 2019 and 2018, the Company had accrued officers’ salary of $ 439,534 and $ 663,100 , respectively. One of the officers settled with the company for a note payable that is unsecured on November 8, 2019 and doesn’t accrue interest and will be paid as 0.5 % of revenues. This decreased accrued officers’ salary. The note is still outstanding as of December 31, 2022 and 2021. Payments for the years ended December 31, 2022 and 2021 was $ 97 101 In 2021, we issued 7,544,848 239,800 On June 18, 2021, we issued 2,000,000 94,600 On November 30, 2021, we issued 7,000,000 224,000 In 2022, we issued 4,812,259 67,399 On April 5, 2022, we issued 7,000,000 175,700 On September 8, 2022, we issued 4,000,000 46,400 On November 2, 2022, we issued 3,000,000 29,700 On December 30, 2022, we committed to issue 14,000,000 $84,000 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 10 – Income taxes The Company is subject to United States federal and state income taxes at an approximate rate of 30 Schedule of Income tax Expense December 31, 2022 December 31, 2021 Expected income tax at statutory rate $ (709,666 ) $ (621,735 ) State tax (101,347 ) 168 Permanent differences 405,376 404,872 Other - (71,992 ) Change in valuation allowance 406,437 289,487 Provision for income taxes $ 800 $ 800 The significant components of deferred income tax assets and liabilities at December 31, 2022 and 2021 are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2022 December 31, 2021 Net operating loss carry-forward $ 2,364,249 $ 1,957,812 Valuation allowance (2,364,249 ) (1,957,812 ) Net deferred tax asset $ - $ - The Company has Federal net operating loss carryforwards of approximately $ 9.4 7.5 7.4 5.5 5 expires beginning in fiscal 2032 As of and for the years ended December 31, 2022 and 2021, management does not believe the Company has any uncertain tax positions. Accordingly, there are no recognized tax benefits at December 31, 2022 and 2021. The Company is subject to tax in the United States and files tax returns in the U.S. Federal jurisdiction and California state jurisdiction. The Company is subject to U.S. Federal, state and local income tax examinations by tax authorities starting in 2019. The Company currently is not under examination by any tax authority. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | Note 11 – Equity Our authorized capital stock consists of an aggregate of 3,505,000,000 3,500,000,000 0.001 5,000,000 2,617,390,830 2 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 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 Note 11 – Equity (continued) In 2022, we issued 44,500,000 445,000 In 2022, we issued 32,412,577 691,520 In 2022, we committed to issue 3,000,000 18,000 In 2022, we issued 4,812,259 67,399 In 2022, we issued 149,402,390 3,107,570 In 2022, we issued 11,000,000 242,320 In 2022, we issued 64,139,744 1,313,772 In 2022, we committed to issue 4,054,054 15,000 |
Legal proceedings
Legal proceedings | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal proceedings | Note 12 – Legal proceedings From time to time, claims are made against us in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties or injunctions prohibiting us from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods. However, as of the date of this report, management believes the outcome of currently identified potential claims and lawsuits will not have a material adverse effect on our financial condition or results of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – 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 During the year ended December 31, 2022 and 2021, the Company incurred rent expense of $ 25,044 22,768 The lease will expire in 2023. The weighted average discount rate used for this lease is 5 Future minimum lease payments as of December 31, 2022 are as follows: Schedule of Future Minimum Lease Payments For the year ending December 31, 2023 $ 8,612 Effective November 8, 2019, the Company entered into a royalty agreement with one of the officers, refer to Note 9. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 14 – Subsequent events On January 3, 2023, we issued 4,054,054 15,000 On January 3, 2023, we issued 17,000,000 0.006 On January 4, 2023, we issued 10,052,083 36,188 On January 9, 2023, we issued 4,081,632 20,000 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 Note 14 – Subsequent events (continued) On January 9, 2023, we issued 4,000,000 0.049 On February 6, 2023, we issued 6,060,606 20,000 On February 7, 2023, we issued 11,386,719 36,438 On February 21, 2023, we issued 60,224,825 0.00216 On or about March 21, 2023, the Board of Directors of Therapeutic Solutions International, Inc. (“TSOI”), by unanimous approval, and with the unanimous approval of the Preferred A Stock holders representing at least 51% of all shareholders with the right to vote 0.0034 TSOI, which owns 15,660,000 31% 10,000,000 TSOI shareholders at a ratio of 0.00365 shares of CNSI stock for each one (1) share owned in TSOI stock as of April 7, 2023 A letter will be mailed to every shareholder of record details of how to accept the Dividend Offer and a fully pre-paid return acceptance letter containing the necessary information for issuance. In addition, a Shareholder’s Rights Agreement will be enclosed, an executed copy to be returned with acceptance. Required forms and documents shall be filed with FINRA describing the identity of the parties and the Dividend Offer timely. In accordance with ASC 855, the Company has analyzed its operations subsequent to December 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. |
Basis of presentation and sig_2
Basis of presentation and significant accounting policies (Policies) | 12 Months Ended |
Dec. 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. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts, and the Company generally does not require collateral. As a general policy, the Company determines an allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The Company recorded an allowance for doubtful accounts of $ 6,807 |
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. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 Note 2 – Basis of presentation and significant accounting policies (Continued) 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. Inspection of Goods & Rejection. Risk of Loss. Retail policies of e-commerce: Returns. 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. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 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. THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 Note 2 – Basis of presentation and significant accounting policies (Continued) 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. 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 $ 202,144 531,525 |
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 years ended December 31, 2022 and 2021: Schedule of Change in Derivative Liability Balance, December 31, 2020 $ 437,549 Issuance of new derivative liabilities 1,077,756 Conversions (489,279 ) Change in fair market value of derivative liabilities (494,501 ) Balance, December 31, 2021 531,525 Issuance of new derivative liabilities 674,971 Conversions (713,229 ) Change in fair market value of derivative liabilities (291,123 ) Balance, December 31, 2022 $ 202,144 THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 |
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. As of December 31, 2022 and 2021, a total of 267,136,056 95,273,690 |
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 years ended December 31, 2022 and 2021 was $ 10,946 6,772 |
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 years ended December 31, 2022 and 2021 was $ 233,685 11,295 |
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. |
Shipping and Handling | Shipping and Handling The Company recognizes shipping and handling billed to customers as a component of net revenues, and the cost of shipping and handling within general administrative expenses. |
Advertising | Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2022 and 2021 were $ 4,132 0 |
Research and Development | Research and Development Research and Development costs are expensed as incurred. Research and Development expenses were $ 1,441,128 794,750 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 7”0 “Income Tax”s,” “Accounting for Income Ta”es” “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. Consolidated Notes to Financial Statements December 31, 2022 Note 2 – Basis of presentation and significant accounting policies (Continued) |
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. |
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 $ 8,612 |
Basis of presentation and sig_3
Basis of presentation and significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Change in Derivative Liability | The following is the change in derivative liability for the years ended December 31, 2022 and 2021: Schedule of Change in Derivative Liability Balance, December 31, 2020 $ 437,549 Issuance of new derivative liabilities 1,077,756 Conversions (489,279 ) Change in fair market value of derivative liabilities (494,501 ) Balance, December 31, 2021 531,525 Issuance of new derivative liabilities 674,971 Conversions (713,229 ) Change in fair market value of derivative liabilities (291,123 ) Balance, December 31, 2022 $ 202,144 |
Prepaid expense and other cur_2
Prepaid expense and other current assets (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 December 31, 2021 Prepaid consulting $ 148,550 $ 930,893 Insurance 1,141 987 Prepaid costs 62,661 27,427 Total $ 212,352 $ 959,307 |
Fixed assets (Tables)
Fixed assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following: Schedule of Fixed Assets December 31, 2022 December 31, 2021 Land $ 235,223 $ 235,223 Vehicles 50,514 50,514 Computer hardware 6,135 5,935 Office furniture and equipment 7,912 7,912 Shipping and other equipment 1,575 1,575 Total 301,359 301,159 Accumulated depreciation (28,281 ) (17,135 ) Property and equipment, net $ 273,078 $ 284,024 |
Other assets (Tables)
Other assets (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 December 31, 2021 Prepaid consulting $ 7,537 $ 108,673 Deposit 4,123 39,823 Licenses, net 3,002,960 129,075 Total $ 3,014,620 $ 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 December 31, 2022 December 31, 2021 Licenses $ 3,261,122 $ 153,552 Accumulated amortization (258,162 ) (24,477 ) Licenses, net $ 3,002,960 $ 129,075 |
Notes payable-related parties (
Notes payable-related parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Related Parties | Notes payable-related parties consist of: Schedule of Notes Payable Related Parties December 31, 2022 December 31, 2021 $ - $ 2,356 Note payable – Scientific Advisory Board Member, unsecured, including interest at 10 December 31, 2019 $ - $ 2,356 One notes payable – Chief Executive Officer, unsecured, including interest at 8 10 December 31, 2019 29,090 27,577 One note payable – Chief Executive Officer, unsecured, no interest, paid from a % of revenues 534,448 534,544 Note payable – Chief Financial Officer, unsecured, including interest at 8 December 31, 2019 124,800 118,400 Three notes payable – Business Advisory Board Member, unsecured, including interest at 8 10 0.005 0.004 April 20, 2019 30,334 282,334 988,672 965,211 $ 988,672 $ 965,211 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income tax Expense | Schedule of Income tax Expense December 31, 2022 December 31, 2021 Expected income tax at statutory rate $ (709,666 ) $ (621,735 ) State tax (101,347 ) 168 Permanent differences 405,376 404,872 Other - (71,992 ) Change in valuation allowance 406,437 289,487 Provision for income taxes $ 800 $ 800 |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred income tax assets and liabilities at December 31, 2022 and 2021 are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2022 December 31, 2021 Net operating loss carry-forward $ 2,364,249 $ 1,957,812 Valuation allowance (2,364,249 ) (1,957,812 ) Net deferred tax asset $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of December 31, 2022 are as follows: Schedule of Future Minimum Lease Payments For the year ending December 31, 2023 $ 8,612 |
Organization and Business Des_2
Organization and Business Description (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Aug. 04, 2021 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Entity incorporation date | Aug. 06, 2007 | |
Unusual or infrequent item, description | 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 | $ 17.3 |
Schedule of Change in Derivativ
Schedule of Change in Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Beginning Balance | $ 531,525 | $ 437,549 |
Issuance of new derivative liabilities | 674,971 | 1,077,756 |
Conversions | (713,229) | (489,279) |
Change in fair market value of derivative liabilities | (291,123) | (494,501) |
Ending Balance | $ 202,144 | $ 531,525 |
Basis of presentation and sig_4
Basis of presentation and significant accounting policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Allowance for doubtful accounts | $ 6,807 | $ 6,807 |
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 | $ 202,144 | $ 531,525 |
Antidilutive securities excluded from computation of earnings per share | 267,136,056 | 95,273,690 |
Depreciation expense | $ 10,946 | $ 6,772 |
Amortization expense | 233,685 | 11,295 |
Advertising expense | 4,132 | 0 |
Research and development expense | 1,441,128 | 794,750 |
Lease liability | 8,612 | |
Right-of-use asset | 8,612 | $ 34,184 |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash, FDIC insured amount | $ 250,000 |
Restricted cash (Details Narrat
Restricted cash (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
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, 2023, 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 ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense And Other Current Assets | ||
Prepaid consulting | $ 148,550 | $ 930,893 |
Insurance | 1,141 | 987 |
Prepaid costs | 62,661 | 27,427 |
Total | $ 212,352 | $ 959,307 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 301,359 | $ 301,159 |
Accumulated depreciation | (28,281) | (17,135) |
Property and equipment, net | 273,078 | 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 | 6,135 | 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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 10,946 | $ 6,772 |
Schedule of Other Assets (Detai
Schedule of Other Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid consulting | $ 7,537 | $ 108,673 |
Deposit | 4,123 | 39,823 |
Licenses, net | 3,002,960 | 129,075 |
Total | $ 3,014,620 | $ 277,571 |
Schedule of Net Licenses (Detai
Schedule of Net Licenses (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Licenses | $ 3,261,122 | $ 153,552 |
Accumulated amortization | (258,162) | (24,477) |
Licenses, net | $ 3,002,960 | $ 129,075 |
Other assets (Details Narrative
Other assets (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 25, 2022 | Feb. 23, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Amortization expenses | $ 233,685 | $ 24,477 | ||
Stock Issued During Period, Value, New Issues | $ 445,000 | $ 285,499 | ||
Exclusive patent license agreement [Member] | Convertible Promissory Note [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 149,402,390 | |||
Share Price | $ 0.0208 | |||
Stock Issued During Period, Value, New Issues | $ 3,107,570 | |||
[custom:PatentExpiresAgreementDate] | Dec. 31, 2032 | |||
Finite-Lived Intangible Assets, Remaining Amortization Period | 10 years | |||
Assets Transfer and License Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Amortized life of agreement | Mar. 24, 2027 | |||
Assets Transfer and License Agreement [Member] | Initial Payment [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payments to Acquire Intangible Assets | $ 200,000 | |||
Assets Transfer and License Agreement [Member] | Second Payment [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payments to Acquire Intangible Assets | $ 1,800,000 |
Convertible notes payable (Deta
Convertible notes payable (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Debt Instrument [Line Items] | ||
Debt original issuance discount | $ 505,000 | $ 538,750 |
Loss on derivative liability | 131,475 | 539,006 |
Derivative liabilities | 202,144 | 531,525 |
Gain loss on derivative liabilities | 291,123 | 494,501 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Debt discount | 175,063 | |
Interest expenses | 593,463 | 541,612 |
Derivative [Member] | ||
Debt Instrument [Line Items] | ||
Derivative issuance liability | 674,971 | 1,077,756 |
Loss on derivative liability | $ 171,245 | $ 539,006 |
Derivative [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Derivative [Member] | Measurement Input, Expected Term [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input term | 1 year | 1 year |
Minimum [Member] | Derivative [Member] | Measurement Input, Conversion Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.0058 | 0.0039 |
Minimum [Member] | Derivative [Member] | Measurement Input, Share Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.008 | 0.0217 |
Minimum [Member] | Derivative [Member] | Measurement Input, Price Volatility [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 148 | 197 |
Minimum [Member] | Derivative [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0.48 | 0.05 |
Maximum [Member] | Derivative [Member] | Measurement Input, Conversion Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.0143 | 0.0351 |
Maximum [Member] | Derivative [Member] | Measurement Input, Share Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.0272 | 0.0540 |
Maximum [Member] | Derivative [Member] | Measurement Input, Price Volatility [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 216 | 264 |
Maximum [Member] | Derivative [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 4.77 | 0.29 |
Convertible Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt principal amount | $ 544,000 | $ 572,250 |
Debt original issuance discount | 505,000 | 538,750 |
Debt discount | $ 39,000 | $ 33,500 |
Interest rate percentage | 10% | |
Debt maturity date description | mature on dates ranging from January 1, 2023 to December 5, 2023 | mature on dates ranging from January 25, 2022 to December 15, 2022 |
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 a percentage of 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 con’ersion 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 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 apercentage ranging from 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 | shares | 267,136,056 | 95,273,690 |
Convertible Promissory Note [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate percentage | 10% | |
Convertible Promissory Note [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate percentage | 12% | |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Loss on derivative liability | $ 39,770 | |
Debt conversion of convertible shares, value | $ 774,176 | $ 529,735 |
Debt conversion of convertible shares | shares | 68,193,798 | 21,690,671 |
Common stock, subscribed and issued | shares | 4,054,054 | |
Additional paid in capital on convertible debt features | $ 489,279 | |
Convertible Notes [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0 | |
Convertible Notes [Member] | Minimum [Member] | Measurement Input, Conversion Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.0038 | 0.0136 |
Convertible Notes [Member] | Minimum [Member] | Measurement Input, Share Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.006 | 0.022 |
Convertible Notes [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 63 | 125 |
Convertible Notes [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0.51 | 0.06 |
Convertible Notes [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input term | 5 months 8 days | 5 months 23 days |
Convertible Notes [Member] | Maximum [Member] | Measurement Input, Conversion Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.016 | 0.035 |
Convertible Notes [Member] | Maximum [Member] | Measurement Input, Share Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.026 | 0.057 |
Convertible Notes [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 191 | 251 |
Convertible Notes [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 4.74 | 0.29 |
Convertible Notes [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input term | 6 months | 6 months |
Convertible Notes Payable [Member] | Derivative [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0 | |
Remaining Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liabilities | $ 202,144 | $ 531,525 |
Gain loss on derivative liabilities | $ 291,123 | $ 494,501 |
Remaining Convertible Notes [Member] | Measurement Input, Share Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.006 | 0.029 |
Remaining Convertible Notes [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Remaining Convertible Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 4.71 | 0.39 |
Remaining Convertible Notes [Member] | Measurement Input, Exercise Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.0038 | |
Remaining Convertible Notes [Member] | Minimum [Member] | Measurement Input, Conversion Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.0123 | |
Remaining Convertible Notes [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 96 | 165 |
Remaining Convertible Notes [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input term | 5 months 26 days | 6 months 10 days |
Remaining Convertible Notes [Member] | Maximum [Member] | Measurement Input, Conversion Price [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | $ / shares | 0.0127 | |
Remaining Convertible Notes [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 120 | 218 |
Remaining Convertible Notes [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input term | 11 months 4 days | 11 months 15 days |
Schedule of Notes Payable Relat
Schedule of Notes Payable Related Parties (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Notes payable related party, current | $ 988,672 | $ 965,211 |
Notes payable related party, non-current | 988,672 | 965,211 |
Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable related party, current | 2,356 | |
Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable related party, current | 29,090 | 27,577 |
Notes Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable related party, current | 534,448 | 534,544 |
Notes Payable Four [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable related party, current | 124,800 | 118,400 |
Notes Payable Five [Membe] | ||
Short-Term Debt [Line Items] | ||
Notes payable related party, current | $ 30,334 | $ 282,334 |
Schedule of Notes Payable Rel_2
Schedule of Notes Payable Related Parties (Details) (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Scientific Advisory Board [Member] | Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest percentage | 10% | 10% |
Debt maturity date | Dec. 31, 2019 | Dec. 31, 2019 |
Chief Executive Officer [Member] | Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Debt maturity date | Dec. 31, 2019 | Dec. 31, 2019 |
Chief Executive Officer [Member] | Notes Payable Two [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest percentage | 8% | 8% |
Chief Executive Officer [Member] | Notes Payable Two [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest percentage | 10% | 10% |
Chief Financial Officer [Member] | Notes Payable Four [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest percentage | 8% | 8% |
Debt maturity date | Dec. 31, 2019 | Dec. 31, 2019 |
Business Advisory Board [Member] | Notes Payable Five [Membe] | ||
Short-Term Debt [Line Items] | ||
Debt maturity date | Apr. 20, 2019 | Apr. 20, 2019 |
Business Advisory Board [Member] | Notes Payable Five [Membe] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest percentage | 8% | 8% |
Share price | $ 0.004 | $ 0.004 |
Business Advisory Board [Member] | Notes Payable Five [Membe] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest percentage | 10% | 10% |
Share price | $ 0.005 | $ 0.005 |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Dec. 30, 2022 | Nov. 02, 2022 | Sep. 08, 2022 | Apr. 05, 2022 | Nov. 30, 2021 | Jun. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Related Party Transaction, Rate | 0.50% | |||||||||
Payments | $ 97 | $ 101 | ||||||||
Number of common stock issued, value | $ 445,000 | $ 285,499 | ||||||||
Officer [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Accrued Salaries, Current | $ 439,534 | $ 663,100 | ||||||||
One Officers [Member] | Restricted Stock [Member] | Accrued Salaries [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of common stock issued | 4,812,259 | 7,544,848 | ||||||||
Number of common stock issued, value | $ 67,399 | $ 239,800 | ||||||||
One Officer and One Director [Member] | Restricted Stock [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of common stock issued | 4,000,000 | 2,000,000 | ||||||||
Number of common stock issued, value | $ 46,400 | $ 94,600 | ||||||||
Four Officer and One Director [Member] | Restricted Stock [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of common stock issued | 14,000,000 | 7,000,000 | 7,000,000 | |||||||
Number of common stock issued, value | $ 84,000 | $ 175,700 | $ 224,000 | |||||||
Four Officer One Director [Member] | Restricted Stock [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of common stock issued | 3,000,000 | |||||||||
Number of common stock issued, value | $ 29,700 |
Schedule of Income tax Expense
Schedule of Income tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax at statutory rate | $ (709,666) | $ (621,735) |
State tax | (101,347) | 168 |
Permanent differences | 405,376 | 404,872 |
Other | (71,992) | |
Change in valuation allowance | 406,437 | 289,487 |
Provision for income taxes | $ 800 | $ 800 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forward | $ 2,364,249 | $ 1,957,812 |
Valuation allowance | (2,364,249) | (1,957,812) |
Net deferred tax asset |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal and state income taxes rate | 30% | |
Federal net operating loss carryfowards | $ 9.4 | $ 7.5 |
State net operating loss carryfowards | 7.4 | $ 5.5 |
Net operating loss carryforwards are available to offset taxable income | $ 5 | |
Net operating loss carryforwards, expiration, description | expires beginning in fiscal 2032 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Mar. 21, 2023 | Feb. 21, 2023 | Feb. 07, 2023 | Feb. 06, 2023 | Jan. 04, 2023 | Jan. 03, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Aggregate authorized capital | 3,505,000,000 | |||||||
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | ||||||
Common stock, shares outstanding | 2,617,390,830 | 2,311,123,860 | ||||||
Preferred stock, shares outstanding | 2 | 0 | ||||||
Preferred stock, shares issued | 2 | 0 | ||||||
Common stock issued for cash | $ 445,000 | $ 285,499 | ||||||
Common stock issued for cash, shares | 1,313,772 | 529,735 | ||||||
Common stock issued for cash, shares | $ 691,520 | $ 858,900 | ||||||
Prepaid Fees [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock issued for cash, shares | 11,000,000 | |||||||
Common stock issued for cash | $ 242,320 | |||||||
Subsequent Event [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock issued for cash, shares | 15,660,000 | |||||||
Convertible Notes Payable [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion of convertible notes | 64,139,744 | 21,690,671 | ||||||
Common stock issued for cash, shares | $ 1,313,772 | $ 1,019,014 | ||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion of convertible notes | 11,386,719 | 6,060,606 | 10,052,083 | 4,054,054 | ||||
Common stock issued for cash, shares | $ 36,438 | $ 20,000 | $ 36,188 | $ 15,000 | ||||
Land Development [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock issued for cash, shares | 1,500,000 | |||||||
Common stock issued for cash | $ 58,900 | |||||||
Salaries [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock issued for cash, shares | 4,812,259 | 8,341,723 | ||||||
Common stock issued for cash | $ 67,399 | $ 239,799 | ||||||
Consulting Services [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock issued for cash, shares | 32,412,577 | 21,000,000 | ||||||
Common stock issued for cash | $ 691,520 | $ 858,900 | ||||||
Consulting Services [Member] | Subsequent Event [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock issued for cash | 18,000 | |||||||
Common stock issued for cash, shares | $ 3,000,000 | |||||||
License [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock issued for cash, shares | 149,402,390 | |||||||
Common stock issued for cash | $ 3,107,570 | |||||||
Private Placement [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock issued for cash, shares | 44,500,000 | 4,850,075 | ||||||
Common stock issued for cash | $ 445,000 | $ 285,500 | ||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock issued for cash, shares | 60,224,825 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 8,612 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Area of land | ft² | 1,700 | |
Lease contract term | 36 months | |
Lease expiration date | Apr. 30, 2023 | |
Payment for rent | $ | $ 25,044 | $ 22,768 |
Operating lease discount rate | 5% |
Subsequent events (Details Narr
Subsequent events (Details Narrative) | 12 Months Ended | ||||||||
Mar. 21, 2023 shares | Feb. 21, 2023 $ / shares shares | Feb. 07, 2023 USD ($) shares | Feb. 06, 2023 USD ($) shares | Jan. 09, 2023 USD ($) $ / shares shares | Jan. 04, 2023 USD ($) shares | Jan. 03, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Subsequent Event [Line Items] | |||||||||
Conversion of common stock | $ | $ 1,313,772 | $ 529,735 | |||||||
Common stock issued for cash | $ | $ 445,000 | $ 285,499 | |||||||
Private Placement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock issued for cash, shares | 44,500,000 | 4,850,075 | |||||||
Common stock issued for cash | $ | $ 445,000 | $ 285,500 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued for consulting services | 4,000,000 | 17,000,000 | |||||||
Shares issued price per share | $ / shares | $ 0.049 | $ 0.006 | |||||||
Common stock issued for cash, shares | 15,660,000 | ||||||||
Subsequent Event [Member] | Campbell Neurosciences Inc [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividend conversion rate | 0.0034 | ||||||||
Common stock shares percentage | 31% | ||||||||
Common stock divident | 10,000,000 | ||||||||
Dividend, description | TSOI shareholders at a ratio of 0.00365 shares of CNSI stock for each one (1) share owned in TSOI stock as of April 7, 2023 (“Dividend Offer”) on April 8, 2023 (“Dividend Offer Date”). The Dividend Offer will remain open for Ninety (90) days from the Dividend Offer Date | ||||||||
Dividend offer date | Apr. 07, 2023 | ||||||||
Subsequent Event [Member] | Preferred Class A [Member] | Director [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Right of voting | Preferred A Stock holders representing at least 51% of all shareholders with the right to vote | ||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued price per share | $ / shares | $ 0.00216 | ||||||||
Common stock issued for cash, shares | 60,224,825 | ||||||||
Subsequent Event [Member] | Accrued Salaries [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock issued for cash, shares | 4,081,632 | ||||||||
Common stock issued for cash | $ | $ 20,000 | ||||||||
Convertible Notes Payable [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of common stock, shares | 64,139,744 | 21,690,671 | |||||||
Conversion of common stock | $ | $ 1,313,772 | $ 1,019,014 | |||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of common stock, shares | 11,386,719 | 6,060,606 | 10,052,083 | 4,054,054 | |||||
Conversion of common stock | $ | $ 36,438 | $ 20,000 | $ 36,188 | $ 15,000 |