Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56379 | |
Entity Registrant Name | NEXT-ChemX Corporation | |
Entity Central Index Key | 0001657045 | |
Entity Tax Identification Number | 32-0446353 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1111 W 12th St | |
Entity Address, Address Line Two | # 113 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78703 | |
City Area Code | (512) | |
Local Phone Number | 663-2690 | |
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 Common Stock, Shares Outstanding | 28,022,497 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 52,554 | $ 10,429 |
Prepaid expense and other current assets | 1,600 | 1,600 |
Total Current Assets | 54,154 | 12,029 |
Property and equipment, net | 20,625 | 21,540 |
Intangible asset, net | 3,150,114 | 3,150,114 |
Total Non-current Assets | 3,170,739 | 3,171,654 |
Total Assets | 3,224,893 | 3,183,683 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 1,277,595 | 777,797 |
Convertible notes payable | 347,500 | 672,500 |
Convertible notes payable - related party | 15,000 | 15,000 |
Notes Payable | 301,007 | |
Note payable - related party | 1,900 | 5,900 |
Total Current Liabilities | 1,943,002 | 1,471,197 |
Total Liabilities | 1,943,002 | 1,471,197 |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value, 100,000,000 shares authorized, 27,914,383 and 27,385,437 shares issued and outstanding, respectively | 27,913 | 27,385 |
Additional paid-in capital | 4,045,326 | 3,634,034 |
Accumulated deficit | (2,791,348) | (1,948,933) |
Total Stockholders’ Equity (Deficit) | 1,281,891 | 1,712,486 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 3,224,893 | $ 3,183,683 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,914,383 | 27,385,437 |
Common stock, shares outstanding | 27,914,383 | 27,385,437 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expenses | ||||
General and administrative | 438,301 | 298,005 | 812,410 | 314,655 |
Total operating expenses | 438,301 | 298,005 | 812,410 | 314,655 |
Income (loss) from operations | (438,301) | (298,005) | (812,410) | (314,655) |
Other income (expense) | ||||
Interest expense | (16,224) | (35,181) | (30,005) | (35,181) |
Net other expense | (16,224) | (35,181) | (30,005) | (35,181) |
Net income (loss) | $ (454,525) | $ (333,186) | $ (842,415) | $ (349,836) |
Net income (loss) per common share: Basic and diluted | $ (0.02) | $ (0.04) | $ (0.03) | $ (0.02) |
Weighted average number of common shares outstanding: Basic and diluted | 27,914,383 | 8,958,989 | 27,914,383 | 15,576,222 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 8,959 | $ 1,196 | $ (164,563) | $ (154,408) |
Beginning balance, shares at Dec. 31, 2020 | 8,958,989 | |||
Net loss | (16,650) | (16,650) | ||
Ending balance, value at Mar. 31, 2021 | $ 8,959 | 1,196 | (181,213) | (171,058) |
Ending balance, shares at Mar. 31, 2021 | 8,958,989 | |||
Beginning balance, value at Dec. 31, 2020 | $ 8,959 | 1,196 | (164,563) | (154,408) |
Beginning balance, shares at Dec. 31, 2020 | 8,958,989 | |||
Net loss | (349,836) | |||
Related party debt forgiveness | 150,560 | |||
Ending balance, value at Jun. 30, 2021 | $ 27,385 | 3,958,457 | (514,399) | 3,471,443 |
Ending balance, shares at Jun. 30, 2021 | 27,385,437 | |||
Beginning balance, value at Mar. 31, 2021 | $ 8,959 | 1,196 | (181,213) | (171,058) |
Beginning balance, shares at Mar. 31, 2021 | 8,958,989 | |||
Net loss | (333,186) | (333,186) | ||
Common stock issued for purchase of intangible asset | $ 23,844 | 3,476,283 | 3,500,127 | |
Common stock issued for purchase of intangible asset, shares | 23,844,448 | |||
Cancellation of shares | $ (5,418) | 5,418 | ||
Cancellation of shares, shares | (5,418,000) | |||
Beneficial conversion feature | 325,000 | 325,000 | ||
Related party debt forgiveness | 150,560 | 150,560 | ||
Ending balance, value at Jun. 30, 2021 | $ 27,385 | 3,958,457 | (514,399) | 3,471,443 |
Ending balance, shares at Jun. 30, 2021 | 27,385,437 | |||
Beginning balance, value at Dec. 31, 2021 | $ 27,385 | 3,634,034 | (1,948,933) | 1,712,486 |
Beginning balance, shares at Dec. 31, 2021 | 27,385,437 | |||
Net loss | (387,890) | (387,890) | ||
Ending balance, value at Mar. 31, 2022 | $ 27,385 | 3,634,034 | (2,336,823) | 1,324,596 |
Ending balance, shares at Mar. 31, 2022 | 27,385,437 | |||
Beginning balance, value at Dec. 31, 2021 | $ 27,385 | 3,634,034 | (1,948,933) | 1,712,486 |
Beginning balance, shares at Dec. 31, 2021 | 27,385,437 | |||
Net loss | (842,415) | |||
Related party debt forgiveness | ||||
Ending balance, value at Jun. 30, 2022 | $ 27,913 | 4,045,326 | (2,791,348) | 1,281,891 |
Ending balance, shares at Jun. 30, 2022 | 27,914,383 | |||
Beginning balance, value at Mar. 31, 2022 | $ 27,385 | 3,634,034 | (2,336,823) | 1,324,596 |
Beginning balance, shares at Mar. 31, 2022 | 27,385,437 | |||
Net loss | (454,525) | (454,525) | ||
Stock issued on Conversion of 3rd Party Loan | $ 468 | 350,893 | 351,361 | |
Stock issued on Conversion of 3rd Party Loan, shares | 468,487 | |||
Stock issued on Conversion of Related Party Loan | $ 60 | 60,399 | 60,459 | |
Stock issued on Conversion of Related Party Loan, shares | 60,459 | |||
Ending balance, value at Jun. 30, 2022 | $ 27,913 | $ 4,045,326 | $ (2,791,348) | $ 1,281,891 |
Ending balance, shares at Jun. 30, 2022 | 27,914,383 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income(loss) | $ (842,415) | $ (349,836) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,492 | 175,259 |
Amortization of debt discount | 32,397 | |
Changes in Operating Assets and Liabilities: | ||
Prepaid expenses | (59,458) | |
Related party advances | ||
Accounts payable and accrued liabilities | 526,618 | 13,849 |
Net cash provided by (used in) operating activities | (313,305) | (187,789) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (1,577) | (15,150) |
Net cash provided by (used in) investing activities | (1,577) | (15,150) |
FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 325,000 | |
Proceeds from convertible notes payable - related party | 60,000 | 15,000 |
Net proceeds from notes payable | 301,007 | |
Repayment of related party loans | (4,000) | |
Net cash provided by (used in) financing activities | 357,007 | 340,000 |
Net increase (decrease) in cash | 42,125 | 137,061 |
Cash, beginning of year | 10,429 | 44,619 |
Cash, end of year | 52,554 | 181,680 |
Cash paid during the period for: | ||
Income tax | ||
Interest | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued for purchase of asset | 3,500,127 | |
Common stock issued on conversion of notes payable and accrued interest | 351,361 | |
Common stock issued on conversion of related party notes payable and accrued interest | 60,459 | |
Cancellation of shares | 5,418 | |
Beneficial conversion feature | 325,000 | |
Related party debt forgiveness | $ 150,560 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Organization and Description of Business NEXT-ChemX Corporation, formerly known as AllyMe Group Inc. (“Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on August 13, 2014 (“Inception”) and has adopted a December 31 fiscal year end. The Company’s Board of Directors approved the new name on June 16, 2021 and was granted approval by FINRA on July 22, 2021. The Company began trading under the new trading symbol “CHMX” on July 30, 2021. In Q2, 2021, the business of the Company changed fundamentally with the acquisition of a Novel Membrane-Based Ion Extraction Technology (“Membrane Technology” as further described in Note 5 below) along with certain patents and patent applications and the abandonment of its previous business model of providing consulting services for business development and business model design. From the date of the acquisition, the majority shareholder ownership as well as the management of the Company changed. The Company secured the employment of the Membrane Technology inventing scientist and began the path towards development of products having the following applications using the Membrane Technology, including: ● Lithium Extraction from Natural Brines, Geothermal Wells, or Leach Solutions; ● Extracting Fatty Acids from Vegetable Oils for More Economical Refining; ● Extracting of Radioactive Ions from Nuclear Plant Stored Water; ● Extracting of Metal Ions from Mine Leach Solutions, Effluent, or Tailings; and ● Desalination of Sea Water, by Extracting Ions for Water Purification. During the first year since the change of business in April 2021, the Company has completed the first laboratory testing of a pilot of the Membrane Technology. The process has been tested against various ions to identify the rates of extraction and to increase the efficiency of the hollow fiber design. Work is ongoing to optimize the parameters of the extraction units in the laboratory. During the Second Quarter 2022, the Company has been pursuing various options relating to its financing requirements, essential for the Company to complete its product development. During the three months ended June 30, 2022, the Company recorded receipts of a total of $ 330,000 1 8 30,000 8 one-year 59,000 1,000 On May 4, 2022, the Company signed a non-binding Investment Term Sheet as modified (the “May Term Sheet”) with a corporation involved in the development of certain specialty materials seeking access to technology that would secure alternative means of suppling resources in an uncertain rare earth supply environment (the “Investing Corporation”). The May Term Sheet provides for the Investing Corporation to fund the Company in two phases linked to certain milestones of achievement with a total of US$ 1.5 300,000 1.25 600,000 600,000 1.25 600,000 1.25 During the 2 nd The Company completed the suspension of its Kyiv based operations and the suspension of its programs in Ukraine without significant impact to its plans or to the overall operations of the Company. During the second quarter 2022, the Company has successfully demonstrated in the laboratory the removal of Magnesium, Calcium and Lithium from complex brine mixtures in a continuous process and continues to improve the diversity of the ions extracted as well as to improve the rates of extraction. The Company continues to pursue its intellectual property protection strategy with testing and development to support a strong protection profile. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company has incurred losses since inception (August 13, 2014) resulting in an accumulated deficit of $ 2,791,348 842,415 313,305 The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and related parties and shareholders and, or, the private placement of common stock. However, there can be no assurances that management’s plans will be successful. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2021. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Intangible asset As of October 1, 2021 and in accordance with the evaluation of the intangible intellectual property asset of the Company that has been further developed and strengthened during the second and third quarters of 2021, the Membrane Technology was reclassified as an indefinite intangible asset. This reclassification was further justified when the Company filed a new patent in Q4 2021. Since reclassification of the intangible asset, no further amortization has been recorded for the asset which remains at its October 1, 2021 value of $ 3,150,114 Recently Adopted Accounting Guidance In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has adopted this standard on January 1, 2021. |
PREPAID EXPENSE AND OTHER CURRE
PREPAID EXPENSE AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expense And Other Current Assets | |
PREPAID EXPENSE AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS Prepaid expense and other current assets amounted to $ 1,600 |
INTANGIBLE ASSET
INTANGIBLE ASSET | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET | NOTE 5 – INTANGIBLE ASSET The Company’s principal asset is certain indefinite intangible intellectual property, specifically certain patents and patent applications along with the existing and developing knowhow, relating to a novel extraction process proven capable of removing ions from solution using hollow fiber membranes (the “Extraction Technology”). The technology represents, in the opinion of management, an entirely novel approach to the process of extraction of ions that is anticipated to be cheaper, more efficient and less damaging to the environmental. Following an assessment of the Extraction Technology carried out at the end of Q3, 2021, it was determined that the Extraction Technology had an indefinite useful life. The said indefinite, intangible asset will not be amortized; however, the value of the Asset will be examined for impairment periodically in accordance with ASC 350. At June 30, 2022, the Extraction Technology is valued on the balance sheet at $ 3,150,114 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As of June 30, 2022 and December 31, 2021, accounts payable and accrued liabilities consisted of as follows, SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, December 31, 2022 2021 Accounts payable $ 557,041 $ 394,530 Accrued payroll 694,674 360,500 Accrued interest 25,015 22,767 Accrued interest- related party 865 - Accounts payable and accrued liabilities $ 1,277,595 $ 777,797 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES During the three months ended June 30, 2022, the Company issued three 8 18,000 41,000 1,000 During the three months ended June 30, 2022, the principal and interest on 6 convertible notes that had come to maturity after one year were converted into shares of common stock of the Company resulting in the issuance of a total of 468,487 As of June 30, 2022 the Company had 10 outstanding convertible notes with a total principal balance of $ 362,500 15,000 262,500 0.75 100,000 1.00 8 one-year maturity 8 0.75 137,500 225,000 During the six months ended June 30, 2022, the Company recognized interest expense of $ 30,005 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, the Company has partially relied and expects in the future to rely partially on advances from related parties until such time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. During the three months ended June 30, 2022, the Company received a total amount of $ 60,000 1 8 1.00 60,459 In addition, certain officers and directors advance funds for the operations of the Company to meet expenses on a regular basis. These advances are due on demand and bear no interest. Directors, officers and employees of the Company as well as any contracted third parties are reimbursed advances and expenses on the basis of duly submitted expense reports in accordance with Company regulations. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 9 - STOCKHOLDERS’ EQUITY (DEFICIT) The Company is authorized to issue 100,000,000 0.001 5,000,000 0.001 no During the three months ended June 30, 2022, the Company issued no During the three months ended June 30, 2022, the Company issued 468,487 During the three months ended June 30, 2022, the Company issued three 1 60,000 8 59,000 1,000 60,459 On May 4, 2022, the Company entered into a non-binding agreement, which if taken up by the funding party, would result in the issuance of a total of 1,257,600 1.25 There are 27,914,383 27,385,437 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS The Company received notice of conversion of 3 of its Convertible Notes that had become due at their one-year term. These conversions resulted in the issuance of additional shares of common stock as follows: (i) From an unrelated party on July 27, 2022, the entire principal and interest of an 8 25,000 0.75 33,334 2,704 (ii) From an unrelated party on August 6, 2022, the entire principal and interest of an 8 25,000 0.75 33,334 2,704 (iii) From an unrelated party on August 6, 2022, the entire principal and interest of an 8 25,000 0.75 2,704 The Company received financing of a total of $ 75,000 (i) On August 1, 2022, $ 50,000 from Aristou Mahjoory a shareholder holding more than 5 % of the equity of the Company. The non-convertible note carries 8 % per annum interest and is repayable on 31 st ; and (ii) On August 4, 2022, $ 25,000 5 8 August 3, 2022 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Intangible asset | Intangible asset As of October 1, 2021 and in accordance with the evaluation of the intangible intellectual property asset of the Company that has been further developed and strengthened during the second and third quarters of 2021, the Membrane Technology was reclassified as an indefinite intangible asset. This reclassification was further justified when the Company filed a new patent in Q4 2021. Since reclassification of the intangible asset, no further amortization has been recorded for the asset which remains at its October 1, 2021 value of $ 3,150,114 |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has adopted this standard on January 1, 2021. |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | As of June 30, 2022 and December 31, 2021, accounts payable and accrued liabilities consisted of as follows, SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, December 31, 2022 2021 Accounts payable $ 557,041 $ 394,530 Accrued payroll 694,674 360,500 Accrued interest 25,015 22,767 Accrued interest- related party 865 - Accounts payable and accrued liabilities $ 1,277,595 $ 777,797 |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 03, 2022 | May 04, 2022 | May 04, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number shares convertible, value | $ 351,361 | ||||
Non-Binding Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Conversion price | $ 1.25 | $ 1.25 | |||
Investing Corporation [Member] | Non-Binding Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Milestones investments amount | $ 1,500,000 | $ 1,500,000 | |||
Investing Corporation [Member] | Non-Binding Agreement [Member] | First Phase [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number shares convertible, value | $ 300,000 | ||||
Conversion price | $ 1.25 | $ 1.25 | |||
Investing Corporation [Member] | Non-Binding Agreement [Member] | Second Phase [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Milestones investments amount | $ 600,000 | $ 600,000 | |||
Payment for purchase of shares | $ 600,000 | ||||
Share price | $ 1.25 | $ 1.25 | |||
Convertible Notes Payable [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt interest rate | 8% | 8% | |||
Convertible Notes Payable [Member] | Investing Corporation [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Convertible payable description | The May Term Sheet provides for the Investing Corporation to fund the Company in two phases linked to certain milestones of achievement with a total of US$1.5 million drawn down over the investing period. Funding commences under the May Term Sheet with an initial one-year 8% loan of $300,000 convertible into shares of common stock of the Company at $1.25 per share. During the first phase, the Company is required to demonstrate its extraction process on a variety of 10 different materials under laboratory conditions achieving a greater than 90% purity of the targeted extracted substance. | ||||
Convertible Notes Payable [Member] | Two Insider Officers [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt interest rate | 8% | 8% | |||
Debt term | one-year | ||||
Convertible debt | $ 59,000 | $ 59,000 | |||
Convertible Notes Payable [Member] | Consultant [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Convertible debt | 1,000 | $ 1,000 | |||
Related Party Loan [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Net proceeds from loan - related party | $ 330,000 | ||||
Debt term | 1 year | ||||
Debt interest rate | 8% | 8% | |||
Repayment of short term loan | $ 30,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Accumulated deficit | $ 2,791,348 | $ 2,791,348 | $ 1,948,933 | ||||
Net income loss | $ 454,525 | $ 387,890 | $ 333,186 | $ 16,650 | 842,415 | $ 349,836 | |
Net cash used in operating activities | $ 313,305 | $ 187,789 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Amortization | $ 3,150,114 |
PREPAID EXPENSE AND OTHER CUR_2
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense And Other Current Assets | ||
Prepaid expense and other current asset | $ 1,600 | $ 1,600 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible asset net | $ 3,150,114 | $ 3,150,114 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 557,041 | $ 394,530 |
Accrued payroll | 694,674 | 360,500 |
Accrued interest | 25,015 | 22,767 |
Accrued interest- related party | 865 | |
Accounts payable and accrued liabilities | $ 1,277,595 | $ 777,797 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Nov. 30, 2022 | May 09, 2022 | Apr. 18, 2022 | |
Short-Term Debt [Line Items] | |||||||
Interest expense | $ 16,224 | $ 35,181 | $ 30,005 | $ 35,181 | |||
Five Convertible Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt principal amount | $ 137,500 | $ 137,500 | |||||
Conversion price | $ 0.75 | $ 0.75 | |||||
Officer [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible notes payable | $ 18,000 | ||||||
Director and Officer [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible notes payable | $ 41,000 | ||||||
Professional Consultant [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible notes payable | $ 1,000 | ||||||
Convertible Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, interest rate | 8% | 8% | |||||
Convertible Notes Payable [Member] | Six Unrelated Parties [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt maturity description | During the three months ended June 30, 2022, the principal and interest on 6 convertible notes that had come to maturity after one year were converted into shares of common stock of the Company resulting in the issuance of a total of 468,487 shares in compensation for both principal and interest to the six unrelated parties. | ||||||
Number of shares issued | 468,487 | ||||||
Convertible Notes Payable [Member] | Related Party [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, interest rate | 8% | 8% | |||||
Ten Convertible Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt principal amount | $ 362,500 | $ 362,500 | |||||
Ten Convertible Notes Payable [Member] | Related Party [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt principal amount | 15,000 | 15,000 | |||||
Seven Convertible Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt principal amount | $ 262,500 | $ 262,500 | |||||
Conversion price | $ 0.75 | $ 0.75 | |||||
Three Convertible Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt principal amount | $ 100,000 | $ 100,000 | |||||
Conversion price | $ 1 | $ 1 | |||||
Five Convertible Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, interest rate | 8% | 8% | |||||
Five Convertible Notes Payable [Member] | Forecast [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt principal amount | $ 225,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 06, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Proceeds from related party | $ 60,000 | $ 60,000 | $ 15,000 | |
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from related party | $ 60,000 | |||
Related Party [Member] | Convertible Debentures [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt term | 1 year | |||
Interest rate | 8% | 8% | ||
Conversion price | $ 1 | |||
Number of shares issued for conversion | 60,459 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 06, 2022 | May 04, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 0 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||
Proceeds from related parties | $ 60,000 | $ 60,000 | $ 15,000 | |||
Common stock, shares, outstanding unchanged | 27,914,383 | 27,914,383 | 27,385,437 | |||
Non-Binding Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares issued | 1,257,600 | |||||
Conversion price | $ 1.25 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares issued for conversion | 468,487 | |||||
Stock issued during period shares conversion of related party | 60,459 | 60,459 | ||||
Related Party [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Proceeds from related parties | $ 60,000 | |||||
Director and Officer [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares issued on conversion, value | 59,000 | |||||
Consultant [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares issued on conversion, value | $ 1,000 | |||||
Convertible Notes Payable [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Debt interest rate | 8% | 8% | ||||
Convertible Notes Payable [Member] | Six Unrelated Parties [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares issued for conversion | 468,487 | |||||
Convertible Debentures [Member] | Related Party [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Debt term | 1 year | |||||
Debt interest rate | 8% | 8% | ||||
Stock issued during period shares conversion of related party | 60,459 | |||||
Conversion price | $ 1 | |||||
2021 Stock Incentive Plan [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares issued | 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 06, 2022 | Aug. 04, 2022 | Aug. 02, 2022 | Jul. 27, 2022 | Jun. 30, 2022 |
Convertible Notes Payable [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt interest rate | 8% | ||||
Subsequent Event [Member] | Aristou Mahjoory [Member] | Shareholder [Member] | |||||
Subsequent Event [Line Items] | |||||
Ownership percentage | 5% | ||||
Subsequent Event [Member] | Kenneth Mollicone [Member] | Shareholder [Member] | |||||
Subsequent Event [Line Items] | |||||
Ownership percentage | 5% | ||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Unrelated Parties [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt interest rate | 8% | 8% | |||
Debt face amount | $ 25,000 | $ 25,000 | |||
Conversion price | $ 0.75 | $ 0.75 | |||
Number of shares issued to cover principal | 33,334 | 33,334 | |||
Number of shares issued to cover interest | 2,704 | 2,704 | |||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Unrelated Party Two [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt interest rate | 8% | ||||
Debt face amount | $ 25,000 | ||||
Conversion price | $ 0.75 | ||||
Number of shares issued to cover interest | 2,704 | ||||
Subsequent Event [Member] | Non-Convertible Notes Payable [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from debt | $ 75,000 | ||||
Subsequent Event [Member] | Non-Convertible Notes Payable [Member] | Aristou Mahjoory [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt interest rate | 8% | ||||
Proceeds from debt | $ 50,000 | ||||
Debt maturity date | 31st July 2023 | ||||
Subsequent Event [Member] | Non-Convertible Notes Payable [Member] | Kenneth Mollicone [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt interest rate | 8% | ||||
Proceeds from debt | $ 25,000 | ||||
Debt maturity date | August 3, 2022 |