Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 14, 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 | 000-56145 | ||
Entity Registrant Name | VICAPSYS LIFE SCIENCES, INC. | ||
Entity Central Index Key | 0001468639 | ||
Entity Tax Identification Number | 91-1930691 | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Address, Address Line One | 7778 Mcginnis Ferry Rd. #270 | ||
Entity Address, City or Town | Suwanee | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30024 | ||
City Area Code | (972) | ||
Local Phone Number | 891-8033 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,619,269 | ||
Entity Common Stock, Shares Outstanding | 31,188,461 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 4048 | ||
Auditor Name | D. Brooks and Associates CPAs, P.A. | ||
Auditor Location | Palm Beach Gardens, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 14,097 | $ 217,295 |
Prepaid Expenses | 7,483 | 5,498 |
Deferred offering costs | 50,441 | |
Total Current Assets | 72,021 | 222,793 |
Intangible asset, net of accumulated amortization of $0 and $120,994, respectively | 371,520 | |
Total Assets | 72,021 | 594,313 |
Current Liabilities: | ||
Accounts payable | 635,183 | 487,792 |
Accounts payable, related parties | 272,317 | 112,860 |
Accrued salaries, related parties | 115,312 | 115,312 |
Total Current Liabilities | 1,022,812 | 715,964 |
Stockholders’ Deficit: | ||
Preferred stock value | ||
Common stock, par value $0.001; 300,000,000 shares authorized; 31,188,461 and 19,747,283 shares issued and outstanding, respectively | 31,188 | 19,747 |
Common stock to be issued, par value $0.001; 727,281 and 11,067,281 shares outstanding, respectively | 727 | 12,068 |
Additional paid-in capital | 14,135,257 | 13,976,159 |
Accumulated deficit | (15,117,963) | (14,129,625) |
Total Stockholders’ Deficit | (950,791) | (121,651) |
Total Liabilities and Stockholders’ Deficit | 72,021 | 594,313 |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible asset, net of accumulated amortization | $ 0 | $ 120,994 |
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 31,188,461 | 19,747,283 |
Common stock, shares outstanding | 31,188,461 | 19,747,283 |
Common stock to be issued, par value | $ 0.001 | $ 0.001 |
Common stock to be issued, shares outstanding | 727,281 | 11,067,281 |
Series A Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 4,440,000 | 4,440,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating Expenses: | ||
Personnel costs | 122,458 | 91,502 |
Research and development expenses, related party | 13,097 | 17,698 |
Professional fees | 448,806 | 191,881 |
Impairment loss | 340,231 | |
General and administrative expenses | 60,198 | 35,790 |
Total operating expenses | 984,790 | 336,871 |
Loss from operations | (984,790) | (336,871) |
Other income: | ||
Other income | 100,000 | |
Total other income | 100,000 | |
Loss before income taxes | (984,790) | (236,871) |
Income taxes | ||
Net loss available to common shareholders | (984,790) | (236,871) |
Deemed dividend on warrant modification | (3,548) | |
Net loss available to common stockholders | $ (988,338) | $ (236,871) |
Net loss per common share: | ||
Basic and diluted | $ (0.03) | $ (0.01) |
Weighted average common shares outstanding: | ||
Basic and diluted | 30,577,988 | 17,656,762 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity Deficit - USD ($) | Series A Preferred Stock [Member] Preferred Stock [Member] | Series B Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 3,000 | $ 4,440 | $ 17,483 | $ 1,652 | $ 13,417,073 | $ (13,892,754) | $ (449,106) |
Beginning balance, shares at Dec. 31, 2020 | 3,000,000 | 4,440,000 | 17,483,283 | 1,652,458 | |||
Conversion of Series A Preferred Stock to common stock to be issued | $ (3,000) | $ 6,000 | (3,000) | ||||
Conversion of Series A Preferred Stock to common stock to be issued, shares | (3,000,000) | 6,000,000 | |||||
Conversion of Series B Preferred Stock to common stock | $ (4,440) | $ 4,440 | |||||
Conversion of Series B Preferred Stock to common stock, shares | (4,440,000) | 4,440,000 | |||||
Common stock issued fom common stock to be issued | $ 24 | $ (24) | |||||
Common stock issued for common stock to be issued, shares | 24,000 | (24,000) | |||||
Sale of common stock for cash | $ 2,240 | 557,760 | 560,000 | ||||
Sale of common stock for cash, shares | 2,240,000 | ||||||
Stock-based compensation expense | 4,326 | 4,326 | |||||
Net loss | (236,871) | (236,871) | |||||
Ending balance, value at Dec. 31, 2021 | $ 19,747 | $ 12,068 | 13,976,159 | (14,129,625) | (121,651) | ||
Ending balance, shares at Dec. 31, 2021 | 19,747,283 | 12,068,458 | |||||
Common stock issued fom common stock to be issued | $ 11,441 | $ (11,441) | (1,001) | ||||
Common stock issued for common stock to be issued, shares | 11,441,177 | (11,441,177) | |||||
Stock-based compensation expense | 105,650 | 105,650 | |||||
Net loss | (984,790) | (984,790) | |||||
Deemed dividend on warrant modification | 3,548 | (3,548) | |||||
Common stock issued from warrant exercise | $ 100 | 49,900 | 50,000 | ||||
Common stock issued from warrant exercise, shares | 100,000 | ||||||
Ending balance, value at Dec. 31, 2022 | $ 31,188 | $ 727 | $ 14,135,257 | $ (15,117,963) | $ (950,791) | ||
Ending balance, shares at Dec. 31, 2022 | 31,188,460 | 727,281 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (984,790) | $ (236,871) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 31,289 | 31,329 |
Impairment loss | 340,231 | |
Stock-based compensation | 105,650 | 4,326 |
Gain on sale of equity method investment | (100,000) | |
Changes in operating assets and liabilities: | ||
Prepaid Expenses | (1,985) | (5,498) |
Accounts payable | 111,951 | (13,940) |
Accounts payable, related parties | 159,457 | (123,320) |
Net Cash Used in Operating Activities | (238,197) | (443,974) |
Cash Flows from Investing Activities: | ||
Proceeds from sale of equity method investment | 100,000 | |
Net Cash Used in Investing Activities | 100,000 | |
Cash Flows from Financing Activities: | ||
Proceeds from exercise of warrants | 50,000 | |
Payment of deferred offering costs | (15,001) | |
Proceeds from sale of common stock | 560,000 | |
Net Cash Provided By Financing Activities | 34,999 | 560,000 |
Net Increase (decrease) in Cash | (203,198) | 216,026 |
Cash, Beginning of year | 217,295 | 1,269 |
Cash, End of year | 14,097 | 217,295 |
Supplementary Cash Flow Information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplementary Non-Cash Flow Information | ||
Deferred offering costs in accounts payable | $ 35,440 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1 - ORGANIZATION Business Vicapsys Life Sciences, Inc. (“VLS”) was incorporated in the State of Florida on July 8, 1997 under the name All Product Distribution Corp. On August 19, 1998, the Company changed its name to Phage Therapeutics International, Inc. On November 13, 2007, the Company changed its name to SSGI, Inc. On September 13, 2017, the Company changed its name to Vicapsys Life Sciences, Inc., effected a 1-for-100 reverse stock split of its outstanding common stock 300,000,000 0.001 20,000,000 0.001 The Company’s strategy is to develop and commercialize, on a worldwide basis, various intellectual property rights (patents, patent applications, know how, etc.) relating to a series of encapsulated products that incorporate proprietary derivatives of the chemokine CXCL12 for creating a zone of immunoprotection around cells, tissues, organs and devices for therapeutic purposes. The product name VICAPSYN™ is the Company’s proprietary product line that is applied to transplantation therapies and related stem-cell applications in the transplantation field. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT’S PLANS | NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which assumes the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company experienced a net loss of $ 984,790 950,791 15,117,963 In March 2020, the World Health Organization declared the novel COVID-19 virus as a global pandemic. The COVID-19 outbreak in the United States has resulted in a significant impact to the Company’s ability to secure additional debt or equity funding to support operations. The Company received proceeds of $ 50,000 560,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The consolidated financial statements of the Company include the consolidated accounts of VLS and VI, its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, as amended, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates for the years ended December 31, 2022, and 2021, include impairment of intangible assets, valuation allowance for deferred tax asset, and non-cash equity transactions and stock-based compensation. Cash The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company held no Intangible Assets Costs for intangible assets are accounted for through the capitalization of those costs incurred in connection with developing or obtaining such assets. Capitalized costs are included in intangible assets in the consolidated balance sheets. The Company’s intangible assets consist of costs incurred in connection with securing an Exclusive Patent License Agreement with The General Hospital Corporation, d/b/a Massachusetts General Hospital (“MGH”), as amended (the “License Agreement”). These costs are being amortized over the term of the License Agreement which is based on the remaining life of the related patents being licensed. As of December 31, 2022, d ue to the combination of not having met certain due diligence requirements per the License Agreement, and the Company not raising sufficient capital necessary to maintain regular research and development activities in 2022 , t Long-Lived Assets The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. Management has reviewed the Company’s long-lived assets for the years ended December 31, 2022, and 2021, and concluded an impairment of the License Agreement held with MGH disclosed above existed as of December 31, 2022 (See Note 4). Equity Method Investment The Company accounts for investments in which the Company owns more than 20 Investments—Equity Method and Joint Ventures The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor’s share of changes in the investee’s capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary, and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. In accordance with ASC 323-10-35-20 through 35-22, the investor ordinarily shall discontinue applying the equity method if the investment (and net advances) is reduced to zero and shall not provide for additional losses unless the investor has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee. An investor shall, however, provide for additional losses if the imminent return to profitable operations by an investee appears to be assured. For example, a material, nonrecurring loss of an isolated nature may reduce an investment below zero even though the underlying profitable operating pattern of an investee is unimpaired. If the investee subsequently reports net income, the investor shall resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended. Equity and cost method investments are classified as investments. The Company periodically evaluates its equity and cost method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded as an impairment loss in the accompanying consolidated statements of operations. The Company’s equity method investment consisted of equity owned in Athens Encapsulation Inc. (“AEI”), a Company controlled by former directors of the Company which was given to the Company as part of an investment and restructuring agreement entered into in May 2019. In January 2021, the Company sold its equity investment in AEI, back to AEI for $ 100,000 Fair Value of Financial Instruments ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2022 and 2021. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, deferred offering costs, accounts payable and accrued liabilities, payables with related parties, approximate their fair values because of the short maturity of these instruments. Revenue Recognition Revenue recognition is accounted for under ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company’s contracts with customers are generally on a contract and work order basis and represent obligations that are satisfied at a point in time, as defined in the new guidance, generally upon delivery or has services are provided. Accordingly, revenue for each sale is recognized when the Company has completed its performance obligations. Any costs incurred before this point in time, are recorded as assets to be expensed during the period the related revenue is recognized. During the years ended December 31, 2022, and 2021, the Company did not have any revenue. Stock-based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation, Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the years ended December 31, 2022, and 2021, the Company recorded $ 13,097 17,698 Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of December 31, 2022, and 2021, the Company’s dilutive securities are convertible into 3,397,281 17,027,281 SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE December 31, 2022 December 31, 2021 Common stock to be issued 727,281 11,067,281 Stock options 2,670,000 1,900,000 Warrants to purchase common stock — 4,060,000 Anti-dilutive securities 3,397,281 17,027,281 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements for the years ended December 31, 2022, and 2021. |
INTANGIBLE ASSET
INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET | NOTE 4 – INTANGIBLE ASSET The Company’s intangible asset as of December 31, 2021 consist of costs incurred in connection with the License Agreement with MGH, as amended (See Note 7). The consideration paid for the rights included in the License Agreement was in the form of common stock shares. The estimated value of the common stock was being amortized over the term of the License Agreement which is based on the remaining life of the related patents being licensed which was approximately 16 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment (“ASC 360”) requires that a company recognize an impairment loss if, and only if, the carrying amount of a long-lived asset is not recoverable based on the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset, and if the carrying amount exceeds the asset’s fair value. Per ASC 360, a long-lived asset should be tested for recoverability whenever events or changes in circumstances indicate that its’ carrying amount may not be recoverable. As of December 31, 2022, d ue to the combination of not having met certain due diligence requirements per the License Agreement, and the Company not raising sufficient capital necessary to maintain regular research and development activities in 2022 , t 348,000 The Company concluded an impairment of the license agreement existed as of December 31, 2022 due to there being no projected undiscounted future net cash flows derived from the asset. As such, the Company wrote off the carrying value of the asset as of December 31, 2022 and recognized an impairment loss as presented on the statement of operations in operating expenses. The Company’s intangible assets consisted of the following at December 31, 2022, and 2021: SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 December 31, 2021 Licensed patents $ — $ 492,514 Accumulated Amortization — (120,994 ) Balance $ — $ 371,520 The Company recognized $ 31,289 31,329 340,231 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Consulting Agreements On November 5, 2021, the Company entered into a Consulting Agreement (the “Poznansky Agreement”) with Mark Poznansky, MD, a minority stockholder and former Director. The Company engaged Dr. Poznansky to render consulting services with respect to informing, guiding, and supervising the development of antagonists to immune repellents or anti-fugetaxins for the treatment of cancer. The initial term of the Poznansky Agreement was for six months (the “Initial Term”), which was extended indefinitely, and the Company agreed to pay the Consultant $ 2,000 24,000 4,000 26,000 9,000 Accounts Payable, Related Parties, and Accrued Salary, Related party The Company incurred director fees of $ 120,000 90,000 144,000 60,000 The Company incurred consulting fees of $ 90,000 60,000 99,000 40,000 In August 2020, Frances Tonneguzzo, the Company’s then-Chief Executive Officer (the “former CEO”), tendered her resignation as CEO. For the years ended December 31, 2022, and 2021, the Company did not incur any payroll related expenses to the former CEO as an employee. As of December 31, 2022 and 2021, $ 115,312 5,000 40,000 Sale of Equity Method Investment In January 2021, the Company sold its equity investment in AEI back to AEI for $ 100,000 MGH License Agreement On May 8, 2013, VI and MGH, a principal stockholder (see Note 6), entered into the License Agreement, pursuant to which MGH granted to the Company, in the field of coating and transplanting cells, tissues and devices for therapeutic purposes, on a worldwide basis: (i) an exclusive, royalty-bearing license under its rights in Patent Rights (as defined in the License Agreement) to make, use, sell, lease, import and transfer Products and Processes (each as defined in the License Agreement); (ii) a non-exclusive, sub-licensable (solely in the License Field and License Territory (each as defined in the License Agreement)) royalty-bearing license to Materials (as defined in the License Agreement) and to make, have made, use, have used, Materials for only the purpose of creating Products, the transfer of Products and to use, have used and transfer processes; (iii) the right to grant sublicenses subject to and in accordance with the terms of the License Agreement, and (iv) the nonexclusive right to use technological information (as defined in the License Agreement) disclosed by MGH to the Company under the License Agreement, all subject to and in accordance with the License Agreement (the “License”). As amended by the Eighth Amendment to the License Agreement on March 14, 2022 (“Effective Date”), which replaces the prior pre-sales due diligence requirements in their entirety, the License Agreement requires that the Company satisfy the following requirements prior to the first sale of Products (“MGH License Milestones”), by certain dates. Pre-Sales Diligence Requirement: (x) The Company shall provide a detailed business plan and development plan by June 1 st (xi) The Company shall raise $ 2 st 2 (xii) The Company shall raise an additional $ 8 st (xiii) The Company shall initiate research regarding the role of CXCL12 in beta cell function and differentiation by January 1 st (xiv) The Company shall initiate diabetic non-human primate studies using cadaveric islets encapsulated in the CXCL12 technology by March 1 st (xv) The Company shall initiate research regarding other applications of the CXCL12 platform by June 1 st (xvi) The Company shall initiate a Phase I clinical trial of a Product or Process by March 1 st (xvii) The Company shall initiate a Phase II clinical trial of a Product or Process within thirteen (13) years from Effective Date. (xviii) The Company shall initiate Phase III clinical trial of a Product or Process within sixteen (16) years from Effective Date. Additionally, as amended by the Eighth Amendment to the License Agreement on March 14, 2022, which replaces the prior post-sales due diligence requirements in their entirety, the License Agreement requires that the Company satisfy the following requirements post-sales of Products (“MGH License Milestones”), by certain dates. Post-Sales Diligence Requirements: (i) The Company shall itself or through an Affiliate or Sublicensee make a First Commercial Sale within the following countries and regions in the License Territory within eighteen (18) years after the Effective Date of this Agreement: US and Europe and China or Japan. (ii) Following the First Commercial Sale in any country in the License Territory, Company shall itself or through its Affiliates and/or Sublicensees use commercially reasonable efforts to continue to make Sales in such country without any elapsed time period of one (1) year or more in which such Sales do not occur due to lack such efforts by Company. In consideration of the update to the diligence milestones, the Company shall pay the following Annual Minimum Royalty payments: (i) Prior to the First Commercial Sale, the Company shall pay to MGH a non-refundable annual license fee of ten thousand dollars ($ 10,000 (ii) Following the First Commercial Sale, the Company shall pay MGH a non-refundable annual minimum royalty in the amount of one hundred thousand dollars United States Dollars ($ 100,000 The License Agreement also requires VI to pay to MGH a 1 The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal to or to exceed $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal or exceed $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights. The License Agreement expires on the later of (i) the date on which all issued patents and filed patent applications within the Patent Rights have expired (November 2033) or have been abandoned, and (ii) one year after the last sale for which a royalty is due under the License Agreement. The License Agreement also grants MGH the right to terminate the License Agreement if VI fails to make any payment due under the License Agreement or defaults in the performance of any of its other obligations under the License Agreement, subject to certain notice and rights to cure set forth therein. MGH may also terminate the License Agreement immediately upon written notice to VI if VI: (i) shall make an assignment for the benefit of creditors; or (ii) or shall have a petition in bankruptcy filed for or against it that is not dismissed within 60 days of filing. As of the date of this filing, this License Agreement remains active and the Company has not received any termination notice from MGH. VI may terminate the License Agreement prior to its expiration by giving 90 days’ advance written notice to MGH, and upon such termination shall, subject to the terms of the License Agreement, immediately cease all use and sales of Products and Processes. The Company incurred costs to MGH of $ 13,097 17,698 3,097 3,860 During the years ended December 31, 2022, and 2021, there have not been any sales of Product or Process under this License Agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6– COMMITMENTS AND CONTINGENCIES Legal Matters The Company is not aware of any material, existing or pending legal proceedings against our Company, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. MGH License Agreement As discussed in Note 5, the Company executed a License Agreement with MGH. Prior to the first commercial sale, the License Agreement requires the Company to pay MGH a non-refundable annual license fee of $ 10,000 100,000 The License Agreement also requires VI to pay to MGH a 1 The License Agreement additionally requires VI to pay to MGH a $ 1.0 Consulting Agreements On January 1, 2022, the Company entered into a consulting agreement (the “Toneguzzo Agreement”) with Frances Toneguzzo, Ph.D., the Company’s former CEO. Pursuant to the one-year term of the Toneguzzo Agreement in exchange for services in leading the research and development teams and laboratory work, the consultant will receive $ 5,000 60,000 40,000 On January 12, 2022, the Company entered into a Consulting Agreement (the “Donohoe Agreement”) with Donohoe Advisory Associates, LLC. (the “Consultant”). The Company engaged the Consultant to provide assistance and advice to the Company in support of the Company’s efforts to obtain a listing on a national securities exchange. The Company agreed to pay the Consultant a retainer fee of $ 17,500 10,680 6,820 No 10,000 10,000 On March 7, 2022, the Company entered into a Consulting Agreement (the “Alpha Agreement”) with Alpha IR Group, LLC. (the “Consultant”). The Company engaged the Consultant to provide consulting, investor relations, and corporate and transaction communication related services. The initial term of the Consulting Agreement was for three months (the “Initial Term”) beginning March 1, 2022, and the Company agreed to pay compensation equal to the sum of $ 50,000 50,000 No 50,000 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company has 20,000,000 0.001 Series A Preferred Stock On December 19, 2017, the Company amended its articles of incorporation by filing a certificate of designation with the Secretary of State of Florida therein designating a class of preferred stock as Series A Preferred Stock, $ 0.001 3,000,000 Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series A Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. 1.67 Each share of Series A Preferred Stock is convertible into shares of common stock at a conversion Rate of 2:1 (the “Series A Conversion Rate”). The Series A Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations. Pursuant to the Articles of Incorporation, the shares of Series A Preferred Stock automatically converted into 6,000,000 As of December 31, 2022, and 2021, there were - 0 Series B Preferred Stock On December 19, 2017, the Company amended the articles of incorporation by filing a certificate of designation with the Secretary of State of Florida therein designating a class of preferred stock as Series B Preferred Stock, $ 0.001 4,440,000 Each holder of shares of Series B Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series B Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. 0.83 The holder of Series B Preferred Stock may elect at any time to convert such sharers into common stock of the Company. Each share of Series B Preferred Stock is convertible into shares of common stock at a conversion rate of 1:1 (the “Series B Conversion Rate”). The Series B Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations. Pursuant to the Articles of Incorporation, the shares of Series B Preferred Stock automatically converted into 4,440,000 As of December 31, 2022, and 2021, there were - 0 Common Stock The Company has 300,000,000 0.001 . 31,188,461 19,747,283 Common Stock Issuances On February 11, 2021, the Company issued 24,000 During the year ended December 31, 2021, the Company sold 2,240,000 0.25 560,000 On February 12, 2021, the Company issued 6,000,000 On February 12, 2021, the Company issued 4,440,000 During the year ended December 31, 2022, the Company determined that the former Series B Preferred Stockholders, subsequent to all Series B Preferred Stock having previously been converted to shares of common stock in 2021, were owed additional shares of common stock due to an adjustment to the conversion price that occurred as a result of a down round trigger event that occurred in 2019 when the Company sold shares of common stock in a private placement at a price of $ 0.25 Management determined the total additional shares owed to the Preferred B Stockholders to be 1,001,177 In July 2022, the Company received proceeds totaling $ 50,000 100,000 0.50 Common Stock to be Issued As of December 31, 2022, and 2021, there were 727,281 11,067,281 597,281 30,000 100,000 6,000,000 4,440,000 597,281 1.85 30,000 Stock Option-Based Compensation Plan On August 10, 2022, the Board of Directors of the Company approved and adopted the Vicapsys Life Sciences, Inc., 2022 Omnibus Equity Incentive Plan (the “Plan”). The material terms of the 2022 Plan are set forth below: ● The Board or a committee established by the Board will administer the 2022 Plan. ● The total number of shares of common stock authorized for issuance under the 2022 Plan is 3,200,000 3,200,000 10.1 ● Eligible recipients of awards include employees, directors or independent contractors of the Company who has been selected as an eligible participant by the Administrator, subject to certain limitations relating to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). ● No non-employee director may be granted awards under the 2022 plan during any calendar year if such awards and cash fees paid for serving as a non-employee director would exceed $ 150,000 195,000 ● In no event shall the exercise price of an option issued pursuant to the 2022 Plan be less than one hundred percent ( 100 The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. To accomplish these purposes, the Plan provides that the Company may grant options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards or any combination of the foregoing. Stock Options On August 10, 2022, the Board of Directors authorized the Company to issue options to purchase an aggregate of 770,000 0.50 0.16 We utilized the Black-Scholes valuation method to determine the estimated future value of the option on the date of grant. The Company utilized the following assumptions when applying the model. The simplified method provided for in Securities and Exchange Commission release, Staff Accounting Bulletin No. 110, averages an award’s weighted average vesting period and contractual term for “plain vanilla” share options. The expected volatility was estimated by analyzing the historic volatility of similar public biotech companies in an early stage of development. No dividend payouts were assumed as we have not historically paid, and do not anticipate paying, dividends in the foreseeable future. The risk-free rate of return reflects the average interest rate offered for US treasury rates over the expected term of the options. The option price was set at the estimated fair value of the common stock on the date of grant using an actual transactions approach. The actual transactions method considers actual sales of the Company’s common stock prior to the valuation date. The Company determined the price per share of the most recent private sale of equity to be a more reliable indicator of the Company’s fair value rather than the quoted OTC prices, which reflected very low trading volume that subjected the quote priced to unusual fluctuations in the stock prices. The significant assumptions used to estimate the fair value of the equity awards granted were; SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS Grant date August 10, 2022 Underlying common stock $ 0.25 Expected term (years) 5.25 Risk-free interest rate 2.93 % Volatility 95 % Dividend yield None The following table summarizes activities related to stock options of the Company for the years ended December 31, 2022, and 2021: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Weighted- Weighted- Aggregate Intrinsic Outstanding at January 1, 2021 1,900,000 $ 0.66 6.83 $ - Outstanding at December 31, 2021 1,900,000 $ 0.66 5.83 $ - Granted 770,000 0.50 - Outstanding at December 31, 2022 2,670,000 $ 0.62 6.21 $ - Exercisable at December 31, 2022 1,900,000 $ 0.66 4.83 $ - The Company recorded stock compensation expense of $ 105,650 4,326 770,000 20,697 0.25 Warrants On July 14, 2022, the Board authorized and approved to extend the end date of certain warrants issued with common stock purchases at various dates in 2019, by and among the Company and certain investors, pursuant to which the investors had the right to exercise the warrants until July 31, 2022. Accounting Standards Codification (“ASC”) ASC 718-20 Compensation-Stock compensation, which provides for the guidance on the accounting for a modification of the terms or conditions of an equity award, and requires a modification to be treated as an exchange of the original issuance for a new issuance, and any incremental value between the original award and the modified award be recorded. We utilized a Black-Scholes valuation method to determine any incremental value due to the modification. The inputs used to value the warrant as of the modification date are as follows : SCHEDULE OF STOCK WARRANT VALUATION ASSUMPTIONS ● Underlying common stock value: $ 0.25 ● Exercise price of the warrant: $ 0.50 ● Life of the warrant: 0.15 ● Risk free return rate: 1.99 ● Annualized volatility rate of four comparative companies: 94 The Company recognized $ 3,548 The following table summarizes activities related to warrants of the Company for the years ended December 31, 2022, and 2021: SCHEDULE OF WARRANTS ACTIVITY Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remining Life (Years) Outstanding and exercisable at January 1, 2021 4,060,000 $ 0.53 2.50 Outstanding an exercisable at December 31, 2021 4,060,000 $ 0.53 1.50 Expired (3,960,000 ) $ 0.51 — Exercised (100,000 ) $ 0.50 — Outstanding and exercisable at December 31, 2022 — $ — — The Company did not issue any warrants during the years ended December 31, 2022 and 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2022, the Company had a net operating loss (“NOL”) carryforward of approximately $ 13,055,594 2033 to 2039 2,741,675 A reconciliation of the Company’s effective tax rate to statutory rates for the years ended December 31, 2022, and 2021, is as follows: SCHEDULE OF VALUATION ALLOWANCE 2022 2021 Year Ended December 31, 2022 2021 Pre- tax loss $ (984,790 ) $ (236,871 ) U.S. federal corporate income tax rate 21 % 21 % Expected U.S. income tax credit (206,806 ) (49,743 ) Permanent changes 22,187 908 Change in valuation 184,620 48,834 Tax expense $ - $ - The Company had deferred tax assets as follows: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Year Ended December 31, 2022 2021 Tax loss carryforward $ 2,741,675 ) $ 2,557,055 Valuation allowance (2,741,675 ) (2,557,055 ) Net deferred tax assets $ - $ - The Company’s NOL carryforwards may be significantly limited under the Internal Revenue Code (“IRC”). NOL carryforwards are limited under Section 382 when there is a significant ownership change as defined in the IRC. During the year ended December 31, 2017, and previous years, the Company may have experienced such ownership changes, which could pose limitations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS In April 2023, the Company entered into Security Purchase Agreements (“SPA’s) with select accredited investors in connection with a private offering by the Company to raise a maximum of $ 300,000 0.25 100,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The consolidated financial statements of the Company include the consolidated accounts of VLS and VI, its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, as amended, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates for the years ended December 31, 2022, and 2021, include impairment of intangible assets, valuation allowance for deferred tax asset, and non-cash equity transactions and stock-based compensation. |
Cash | Cash The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company held no |
Intangible Assets | Intangible Assets Costs for intangible assets are accounted for through the capitalization of those costs incurred in connection with developing or obtaining such assets. Capitalized costs are included in intangible assets in the consolidated balance sheets. The Company’s intangible assets consist of costs incurred in connection with securing an Exclusive Patent License Agreement with The General Hospital Corporation, d/b/a Massachusetts General Hospital (“MGH”), as amended (the “License Agreement”). These costs are being amortized over the term of the License Agreement which is based on the remaining life of the related patents being licensed. As of December 31, 2022, d ue to the combination of not having met certain due diligence requirements per the License Agreement, and the Company not raising sufficient capital necessary to maintain regular research and development activities in 2022 , t |
Long-Lived Assets | Long-Lived Assets The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. Management has reviewed the Company’s long-lived assets for the years ended December 31, 2022, and 2021, and concluded an impairment of the License Agreement held with MGH disclosed above existed as of December 31, 2022 (See Note 4). |
Equity Method Investment | Equity Method Investment The Company accounts for investments in which the Company owns more than 20 Investments—Equity Method and Joint Ventures The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor’s share of changes in the investee’s capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary, and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. In accordance with ASC 323-10-35-20 through 35-22, the investor ordinarily shall discontinue applying the equity method if the investment (and net advances) is reduced to zero and shall not provide for additional losses unless the investor has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee. An investor shall, however, provide for additional losses if the imminent return to profitable operations by an investee appears to be assured. For example, a material, nonrecurring loss of an isolated nature may reduce an investment below zero even though the underlying profitable operating pattern of an investee is unimpaired. If the investee subsequently reports net income, the investor shall resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended. Equity and cost method investments are classified as investments. The Company periodically evaluates its equity and cost method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded as an impairment loss in the accompanying consolidated statements of operations. The Company’s equity method investment consisted of equity owned in Athens Encapsulation Inc. (“AEI”), a Company controlled by former directors of the Company which was given to the Company as part of an investment and restructuring agreement entered into in May 2019. In January 2021, the Company sold its equity investment in AEI, back to AEI for $ 100,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2022 and 2021. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, deferred offering costs, accounts payable and accrued liabilities, payables with related parties, approximate their fair values because of the short maturity of these instruments. |
Revenue Recognition | Revenue Recognition Revenue recognition is accounted for under ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company’s contracts with customers are generally on a contract and work order basis and represent obligations that are satisfied at a point in time, as defined in the new guidance, generally upon delivery or has services are provided. Accordingly, revenue for each sale is recognized when the Company has completed its performance obligations. Any costs incurred before this point in time, are recorded as assets to be expensed during the period the related revenue is recognized. During the years ended December 31, 2022, and 2021, the Company did not have any revenue. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation, |
Research and Development | Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the years ended December 31, 2022, and 2021, the Company recorded $ 13,097 17,698 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of December 31, 2022, and 2021, the Company’s dilutive securities are convertible into 3,397,281 17,027,281 SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE December 31, 2022 December 31, 2021 Common stock to be issued 727,281 11,067,281 Stock options 2,670,000 1,900,000 Warrants to purchase common stock — 4,060,000 Anti-dilutive securities 3,397,281 17,027,281 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements for the years ended December 31, 2022, and 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE | SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE December 31, 2022 December 31, 2021 Common stock to be issued 727,281 11,067,281 Stock options 2,670,000 1,900,000 Warrants to purchase common stock — 4,060,000 Anti-dilutive securities 3,397,281 17,027,281 |
INTANGIBLE ASSET (Tables)
INTANGIBLE ASSET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s intangible assets consisted of the following at December 31, 2022, and 2021: SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 December 31, 2021 Licensed patents $ — $ 492,514 Accumulated Amortization — (120,994 ) Balance $ — $ 371,520 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS | The significant assumptions used to estimate the fair value of the equity awards granted were; SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS Grant date August 10, 2022 Underlying common stock $ 0.25 Expected term (years) 5.25 Risk-free interest rate 2.93 % Volatility 95 % Dividend yield None |
SCHEDULE OF STOCK OPTIONS ACTIVITY | The following table summarizes activities related to stock options of the Company for the years ended December 31, 2022, and 2021: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Weighted- Weighted- Aggregate Intrinsic Outstanding at January 1, 2021 1,900,000 $ 0.66 6.83 $ - Outstanding at December 31, 2021 1,900,000 $ 0.66 5.83 $ - Granted 770,000 0.50 - Outstanding at December 31, 2022 2,670,000 $ 0.62 6.21 $ - Exercisable at December 31, 2022 1,900,000 $ 0.66 4.83 $ - |
SCHEDULE OF STOCK WARRANT VALUATION ASSUMPTIONS | SCHEDULE OF STOCK WARRANT VALUATION ASSUMPTIONS ● Underlying common stock value: $ 0.25 ● Exercise price of the warrant: $ 0.50 ● Life of the warrant: 0.15 ● Risk free return rate: 1.99 ● Annualized volatility rate of four comparative companies: 94 |
SCHEDULE OF WARRANTS ACTIVITY | The following table summarizes activities related to warrants of the Company for the years ended December 31, 2022, and 2021: SCHEDULE OF WARRANTS ACTIVITY Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remining Life (Years) Outstanding and exercisable at January 1, 2021 4,060,000 $ 0.53 2.50 Outstanding an exercisable at December 31, 2021 4,060,000 $ 0.53 1.50 Expired (3,960,000 ) $ 0.51 — Exercised (100,000 ) $ 0.50 — Outstanding and exercisable at December 31, 2022 — $ — — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF VALUATION ALLOWANCE | A reconciliation of the Company’s effective tax rate to statutory rates for the years ended December 31, 2022, and 2021, is as follows: SCHEDULE OF VALUATION ALLOWANCE 2022 2021 Year Ended December 31, 2022 2021 Pre- tax loss $ (984,790 ) $ (236,871 ) U.S. federal corporate income tax rate 21 % 21 % Expected U.S. income tax credit (206,806 ) (49,743 ) Permanent changes 22,187 908 Change in valuation 184,620 48,834 Tax expense $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS | The Company had deferred tax assets as follows: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Year Ended December 31, 2022 2021 Tax loss carryforward $ 2,741,675 ) $ 2,557,055 Valuation allowance (2,741,675 ) (2,557,055 ) Net deferred tax assets $ - $ - |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - $ / shares | Sep. 13, 2017 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Reverse stock split | effected a 1-for-100 reverse stock split of its outstanding common stock | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 984,790 | $ 236,871 |
Working capital deficit | 950,791 | |
Accumulated deficit | 15,117,963 | 14,129,625 |
Proceeds from exercise of warrants | 50,000 | |
Proceeds from sale of common stock | $ 560,000 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 3,397,281 | 17,027,281 |
Common Stock To Be Issued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 727,281 | 11,067,281 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 2,670,000 | 1,900,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 4,060,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Proceeds from sale of equity method investments | 100,000 | |
Research and development expenses, related party | $ 13,097 | $ 17,698 |
Dilutive securities | 3,397,281 | 17,027,281 |
Athens Encapsulation Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Proceeds from sale of equity method investments | $ 100,000 | |
Equity Method Investment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equity method investment, ownership percentage | 20% |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Licensed patents | $ 492,514 | |
Accumulated Amortization | 0 | (120,994) |
Balance | $ 371,520 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Amortization of intangible assets | $ 31,289 | $ 31,329 |
Impairment loss | $ 340,231 | |
License Agreement [Member] | Massachusetts General Hospital [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets remaining amortized period | 16 years | |
Impairment on carrying value of intangible asset | $ 348,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||||
Mar. 14, 2022 | Jan. 01, 2022 | Nov. 05, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||||
Accounts payable | $ 272,317 | $ 112,860 | ||||
Fees | 448,806 | 191,881 | ||||
Accrued salaries, current | 115,312 | 115,312 | ||||
Proceeds from sale of equity method investment | 100,000 | |||||
Annual license fee | $ 10,000 | |||||
Royalty expense | $ 100,000 | |||||
Research and development expenses | 13,097 | 17,698 | ||||
Massachusetts General Hospital [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable | 3,097 | 3,860 | ||||
Research and development expenses | 13,097 | 17,698 | ||||
Federico Pier [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable | 144,000 | 60,000 | ||||
Fees | 120,000 | 90,000 | ||||
Jeff Wright [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable | 99,000 | 40,000 | ||||
Fees | 90,000 | 60,000 | ||||
CEO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued salaries, current | 115,312 | 115,312 | ||||
Consulting Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 24,000 | 4,000 | ||||
Accounts payable | 26,000 | $ 9,000 | ||||
Consulting Agreement [Member] | CEO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable | $ 40,000 | |||||
Monthly fee | $ 5,000 | |||||
License Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Financing amount | 2,000,000 | |||||
Additional financing amount | $ 8,000,000 | |||||
Royalty rate on sales | 1% | |||||
Related parties, description | The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal to or to exceed $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal or exceed $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights. | |||||
License Agreement [Member] | Massachusetts General Hospital [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment to related party | $ 1,000,000 | |||||
Initial Term [Member] | Consultant [Member] | Consulting Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment to related party | $ 2,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||||
Mar. 07, 2022 | Jan. 12, 2022 | Jan. 02, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Annual license fee | $ 10,000 | |||||
Annual royalty | $ 100,000 | |||||
Accounts Payable, Related Parties, Current | 272,317 | $ 112,860 | ||||
Professional fees | 448,806 | 191,881 | ||||
Prepaid expense | 7,483 | 5,498 | ||||
Accounts payable | 635,183 | 487,792 | ||||
Massachusetts General Hospital [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Accounts Payable, Related Parties, Current | $ 3,097 | 3,860 | ||||
License Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
License agreement, description | the Company executed a License Agreement with MGH. Prior to the first commercial sale, the License Agreement requires the Company to pay MGH a non-refundable annual license fee of $10,000 by June 30, 2022, and on each subsequent anniversary of the Effective Date thereafter. The first non-refundable annual license fee was paid on July 1, 2022. Additionally, following the first commercial sale, the License agreement requires the Company to pay MGH a non-refundable annual minimum royalty in the amount of $100,000 per year within sixty days after each annual anniversary of the Effective Date. | |||||
License Agreement [Member] | Massachusetts General Hospital [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
License agreement, description | The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal or exceeding $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal to or exceeding $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights. | |||||
Percentage for royalty | 1% | |||||
Payment for related party | $ 1,000,000 | |||||
Consulting Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Related party expenses | 24,000 | 4,000 | ||||
Accounts Payable, Related Parties, Current | 26,000 | 9,000 | ||||
Consulting Agreement [Member] | Toneguzzo Ph.D [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payment for related party | $ 5,000 | |||||
Related party expenses | 60,000 | |||||
Accounts Payable, Related Parties, Current | 40,000 | |||||
Consulting Agreement [Member] | Donohoe Advisory Associates, LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Professional fees | 10,680 | 0 | ||||
Prepaid expense | 6,820 | |||||
Dividends, common stock | 10,000 | |||||
Consulting Agreement [Member] | Donohoe Advisory Associates, LLC [Member] | Consultant [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Retainer fees | $ 17,500 | |||||
Professional fees | 10,000 | |||||
Consulting Agreement [Member] | Alpha IR Group, LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Professional fees | 50,000 | $ 0 | ||||
Agreed to payment of compensation | $ 50,000 | |||||
Accounts payable | $ 50,000 |
SCHEDULE OF STOCK OPTIONS VALUA
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS (Details) | Aug. 10, 2022 USD ($) $ / shares |
Equity [Abstract] | |
Underlying common stock | $ / shares | $ 0.25 |
Expected term (years) | 5 years 3 months |
Risk-free interest rate | 2.93% |
Volatility | 95% |
Dividend yield | $ | $ 0 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of options, outstanding, balance | 1,900,000 | 1,900,000 | |
Weighted average exercise price per share, outstanding, beginning | $ 0.66 | $ 0.66 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 2 months 15 days | 5 years 9 months 29 days | 6 years 9 months 29 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | |||
Number of options, granted | 770,000 | ||
Weighted average exercise price per share, granted | $ 0.50 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Granted, Weighted Average Remaining Contractual Term | |||
Number of options, outstanding, balance | 2,670,000 | 1,900,000 | 1,900,000 |
Weighted average exercise price per share, outstanding, Ending | $ 0.62 | $ 0.66 | $ 0.66 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | |||
Number of options, outstanding, balance | 1,900,000 | ||
Weighted-Average Exercise Price per Share, Exercisable | $ 0.66 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 9 months 29 days |
SCHEDULE OF STOCK WARRANT VALUA
SCHEDULE OF STOCK WARRANT VALUATION ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | |
Aug. 10, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Price of common stock of the Company last capital raise | $ 0.25 | |
Expected term | 5 years 3 months | |
Risk-free interest rate | 2.93% | |
volatility rate | 95% | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Price of common stock of the Company last capital raise | $ 0.25 | |
Exercise price | $ 0.50 | |
Expected term | 1 month 24 days | |
Risk-free interest rate | 1.99% | |
volatility rate | 94% |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of options, outstanding and exercisable, beginning | 4,060,000 | 4,060,000 |
Weighted average exercise price per share, outstanding and exercisable, beginning | $ 0.53 | $ 0.53 |
Weighted-Average Remaining Life (Years), Outstanding | 1 year 6 months | 2 years 6 months |
Number of options, expired | (3,960,000) | |
Weighted average exercise price per share, expired | $ 0.51 | |
Number of options, exercised | (100,000) | |
Weighted average exercise price per share, exercised | $ 0.50 | |
Number of options, outstanding and exercisable, ending | 4,060,000 | |
Weighted average exercise price per share, outstanding and exercisable, ending | $ 0.53 | |
Weighted-Average Remaining Life (Years), Outstanding |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 10, 2022 | Aug. 10, 2022 | Feb. 12, 2021 | Feb. 11, 2021 | Dec. 19, 2017 | Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 16, 2022 | Sep. 13, 2017 | |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Shares of common stock | 100,000 | |||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares outstanding | 31,188,461 | 19,747,283 | ||||||||
Proceeds of common stock | $ 50,000 | $ 560,000 | ||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.50 | |||||||||
Number of common stock to be issued | 727,281 | 11,067,281 | ||||||||
Stock option exercise price percentage | 100% | |||||||||
Stock option exercisable price per share | $ 0.66 | |||||||||
Non-vested stock options | 770,000 | |||||||||
Unrecognized stock options non-vested | $ 20,697 | |||||||||
Unrecognized stock options weighted average period | 3 months | |||||||||
Incremental value for the fair market value | $ 3,548 | |||||||||
Equity Option [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock compensation expense | $ 105,650 | $ 4,326 | ||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares of common stock | 770,000 | |||||||||
Stock option exercisable price per share | $ 0.50 | $ 0.50 | ||||||||
Options granted price per share | $ 0.16 | |||||||||
2022 Plan [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares authorized under plan | 3,200,000 | 3,200,000 | ||||||||
NUmber of shares outstanding | 3,200,000 | |||||||||
2020 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares outstanding under plan percentage | 10.10% | |||||||||
Stock Issuance And Release Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares of common stock | 100,000 | |||||||||
Shares issued for conversion | 597,281 | 597,281 | ||||||||
Shares issued price per share | $ 1.85 | |||||||||
Private Placement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock | 2,240,000 | |||||||||
Stock price per share | $ 0.25 | |||||||||
Consideration received on sale of stock | $ 560,000 | |||||||||
Investor [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares of common stock | 24,000 | |||||||||
Two Initial Shareholders [Member] | Stock Issuance And Release Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of common stock to be issued | 30,000 | 30,000 | ||||||||
Non Employee Director [Member] | 2022 Plan [Member] | Minimum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of Stock and Warrants for Services or Claims | $ 150,000 | |||||||||
Non Employee Director [Member] | 2020 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of Stock and Warrants for Services or Claims | $ 195,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | |||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock voting rights | Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series A Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. | |||||||||
Preferred stock conversion price per share | $ 1.67 | |||||||||
Preferred stock conversion, description | Each share of Series A Preferred Stock is convertible into shares of common stock at a conversion Rate of 2:1 (the “Series A Conversion Rate”). The Series A Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations. | |||||||||
Shares of common stock | 6,000,000 | |||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||
Shares issued for conversion | 6,000,000 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 4,440,000 | 4,440,000 | 4,440,000 | |||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock voting rights | Each holder of shares of Series B Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series B Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. | |||||||||
Preferred stock conversion price per share | $ 0.83 | |||||||||
Preferred stock conversion, description | The holder of Series B Preferred Stock may elect at any time to convert such sharers into common stock of the Company. Each share of Series B Preferred Stock is convertible into shares of common stock at a conversion rate of 1:1 (the “Series B Conversion Rate”). The Series B Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations. | |||||||||
Shares of common stock | 4,440,000 | |||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||
Number of common stock to be issued | 4,440,000 | |||||||||
Series B Preferred Stock [Member] | Private Placement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock | 1,001,177 | |||||||||
Stock price per share | $ 0.25 |
SCHEDULE OF VALUATION ALLOWANCE
SCHEDULE OF VALUATION ALLOWANCE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Pre- tax loss | $ (984,790) | $ (236,871) |
U.S. federal corporate income tax rate | 21% | 21% |
Expected U.S. income tax credit | $ (206,806) | $ (49,743) |
Permanent changes | 22,187 | 908 |
Change in valuation | 184,620 | 48,834 |
Tax expense |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Tax loss carryforward | $ 2,741,675 | $ 2,557,055 |
Valuation allowance | (2,741,675) | (2,557,055) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 13,055,594 |
Net operating loss carryforward expiration period | 2033 to 2039 |
Valuation allowance | $ 2,741,675 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||
Proceeds from sale of common stock | $ 560,000 | ||
Subsequent Event [Member] | Security Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Numbe of common stock sold | 300,000 | ||
Sale of stock price per share | $ 0.25 | ||
Proceeds from sale of common stock | $ 100,000 |