Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56194 | |
Entity Registrant Name | Vinings Holdings, Inc. | |
Entity Central Index Key | 0001819663 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,298,740 | |
Entity Incorporation State | DE |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 2,034,729 | $ 202,965 |
Accounts receivable | 21,786 | 21,786 |
Inventories | 0 | 0 |
TOTAL CURRENT ASSETS | 2,056,515 | 224,751 |
Furniture and fixtures | 25,237 | 25,237 |
Less: accumulated depreciation | 10,211 | 9,730 |
Property and equipment, net | 15,026 | 15,507 |
OTHER ASSETS | ||
License right | 0 | 0 |
Right of use asset, net of accumulated amortization | 48,497 | 58,225 |
Other assets | 2,000 | 2,000 |
Total other assets | 50,497 | 60,225 |
Total noncurrent assets | 65,523 | 75,732 |
Total assets | 2,122,038 | 300,484 |
CURRENT LIABILITIES | ||
Accounts payable | 1,821,981 | 1,623,840 |
Accrued expenses | 1,058,663 | 732,146 |
Notes payable, current portion | 1,155,095 | 1,277,500 |
Notes payable, related parties | 604,000 | 604,000 |
Right of use liability, current portion | 31,561 | 41,618 |
Deferred revenue | 1,000,000 | 1,000,000 |
TOTAL CURRENT LIABILITIES | 5,671,300 | 5,279,104 |
LONG TERM LIABILITIES | ||
Note payable | 150,000 | 150,000 |
Right of use liability, non-current portion | 14,723 | 14,723 |
Total long term liabilities | 164,723 | 164,723 |
COMMITMENTS AND CONTINGENCIES (NOTE 7) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Series B Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, 8,000 and -0- shares issued and outstanding, respectively | 1 | 0 |
Common stock, $ .0001 par value, 750,000,000 shares authorized,29,974,740 and 26,768,240 shares issued and outstanding, respectively | 2,839 | 2,519 |
Additional paid-in capital | 11,863,102 | 8,954,985 |
Common stock subscribed | 471,000 | 0 |
Accumulated deficit | (16,050,927) | (14,100,846) |
Total stockholders' equity (deficit) | (3,713,985) | (5,143,343) |
Total liabilities and stockholders' equity (deficit) | $ 2,122,038 | $ 300,484 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 8,000 | 0 | |
Preferred stock, shares outstanding | 8,000 | 0 | |
Common stock, par value | $ .0001 | $ 0.0001 | |
Common stock, shares authorized | 750,000,000 | 750,000,000 | |
Common stock, shares issued | 29,974,740 | 26,768,240 | 16,396,000 |
Common stock, shares outstanding | 29,974,740 | 26,768,240 | 16,396,000 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
SALES | ||
Total sales | $ 75,000 | $ 4,508 |
Cost of goods, including inventory obsolesence | 0 | 0 |
Gross profit | 75,000 | 4,508 |
COST OF OPERATIONS | ||
Research and development | 0 | 0 |
General and administrative expenses | 1,737,426 | 366,407 |
Selling and marketing | 2,918 | 0 |
Interest expense | 34,737 | 34,500 |
Total operating expenses | 1,775,081 | 400,907 |
LOSS FROM OPERATIONS | (1,700,081) | (396,399) |
OTHER INCOME (EXPENSE) | ||
Royalties and licensing fees | 250,000 | 1,500,000 |
TOTAL OTHER INCOME (EXPENSE) | (250,000) | (1,500,000) |
LOSS BEFORE INCOME TAXES | (1,950,081) | (1,896,399) |
PROVISION FOR INCOME TAXES (BENEFIT) | 0 | 0 |
NET LOSS | $ (1,950,081) | $ (1,896,399) |
Loss per share, basic and fully diluted | $ (0.07) | $ (0.12) |
Weighted average number of common shares outstanding | 28,665,384 | 16,371,556 |
Consulting Services [Member] | ||
SALES | ||
Total sales | $ 75,000 | $ 4,508 |
Sales [Member] | ||
SALES | ||
Total sales | $ 0 | $ 0 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Common Stock Subscribed | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2019 | 0 | 16,196,000 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 0 | $ 1,620 | $ 5,464,465 | $ 100,000 | $ (4,944,559) | $ 621,526 |
Retroactive application of recapitalization, shares | 1,245,190 | |||||
Retroactive application of recapitalization, value | (233,511) | (233,512) | ||||
Shares issued for cash, shares | 200,000 | |||||
Shares issued for cash, value | $ 20 | 99,980 | (100,000) | |||
Net income (loss) | (1,896,399) | (1,896,399) | ||||
Ending balance, shares at Mar. 31, 2020 | 0 | 17,641,190 | ||||
Ending balance, value at Mar. 31, 2020 | $ 0 | $ 1,640 | 5,330,934 | 0 | (6,840,958) | (1,508,384) |
Beginning balance, shares at Dec. 31, 2020 | 0 | 25,178,840 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 0 | $ 2,519 | 8,954,985 | 0 | (14,100,846) | (5,143,343) |
Retroactive application of recapitalization, shares | 8,000 | 1,589,400 | ||||
Retroactive application of recapitalization, value | $ 1 | $ 0 | (298,062) | (298,061) | ||
Shares issued for cash, shares | 2,436,500 | |||||
Shares issued for cash, value | $ 244 | 2,436,256 | 471,000 | 2,907,500 | ||
Shares issued for services, shares | 770,000 | |||||
Shares issued for services, value | $ 77 | 769,923 | 770,000 | |||
Net income (loss) | (195,081) | (1,950,081) | ||||
Ending balance, shares at Mar. 31, 2021 | 8,000 | 29,974,740 | ||||
Ending balance, value at Mar. 31, 2021 | $ 1 | $ 2,839 | $ 11,863,102 | $ 471,000 | $ (16,050,927) | $ (3,713,985) |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (1,950,081) | $ (1,896,399) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities | ||
Depreciation and amortization | 481 | 481 |
Interest paid | 0 | 23,137 |
Shares issued for services | 770,000 | 0 |
(Increase) decrease in: | ||
Accounts receivable | 0 | (2,346) |
Inventories | 0 | 0 |
Right of use asset/liability | 9,728 | 5,500 |
Accounts payable | 188,085 | 28,996 |
Accrued expenses | 326,517 | 0 |
Deferred revenue | 0 | 250,000 |
NET CASH USED IN OPERATING ACTIVITIES | (655,270) | (1,590,631) |
FINANCING ACTIVITIES | ||
Proceeds from/repayment of notes payable | (122,405) | 1,000,000 |
Proceeds from notes payable, related parties | 0 | 500,000 |
Shares from merger transaction | (298,061) | 0 |
Shares issued for cash | 2,907,500 | 0 |
Cash received for stock subscription | 0 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,487,034 | 1,500,000 |
NET DECREASE IN CASH | 1,831,764 | (90,631) |
CASH AT BEGINNING OF PERIOD | 202,965 | 440,088 |
CASH AT END OF PERIOD | 2,034,729 | 349,457 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | 0 | 0 |
Taxes paid (refunded) | $ 0 | $ 0 |
1. Description of Business and
1. Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Nature of Business The Company is located in Wexford, PA, and engages primarily in the acquisition, development, and commercialization of pharmaceutical products. Basis of Presentation - As a result of the Merger, the financial statements included in this report reflect (1) the historical operating results of Coeptis prior to the Merger; (2) the combined results of the Company and Coeptis following the closing of the Merger; (3) the assets and liabilities of Coeptis at their historical cost; and (4) the Company’s equity structure for all periods presented. In accordance with guidance applicable, to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”) issued to Coeptis’ stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Coeptis redeemable convertible preferred stock and Coeptis common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio (one for one) established in the Business Combination Agreement. Risks and Uncertainties |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 2 “Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form 10-KT filed with the U.S. Securities and Exchange Commission (“SEC”) on May 11, 2021. There have been no material changes to the significant accounting policies during the period ended March 31, 2021, except for items mentioned below. Principles of Consolidation – Use of Estimates Revenue Recognition Adoption of New Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principals in Topic 740. The amendments also improve consistent application of and simplify generally accepted accounting principles (GAAP) for other areas of Topic 740 by clarifying and amending the existing guidance. For public business entities, the guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The adoption of this standard, effective January 1, 2021, did not have a material impact on these financial statements. During the three months ended March 31, 2021, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. |
3. License Right
3. License Right | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
License Right | NOTE 3 – LICENSE RIGHT In 2019, the Company entered into an agreement with a foreign entity to market, distribute, and sell the Consensi product (Product) on an exclusive basis within the United States and Puerto Rico. Upon execution of the Agreement the Company paid $1,000,000 to the foreign entity. Milestone payments were due as follows; (1) $1,500,000 upon completion of the CMC Plan as reimbursements of costs incurred by the foreign entity, (2) $1,000,000 was due upon first commercial sale of the Product which occurred in June 2020. Milestones were not met during three months ended March 31, 2021 and 2020. During the fourth quarter of 2020, the Company determined that there was a reduction of the useful life of the asset, resulting in a full impairment of the asset. The carrying value of the license right at March 31, 2021 and December 31, 2020 was $0. Amortization expenses total $0 for the three months ended March 31, 2021 and 2020. |
4. Long-Term Debt
4. Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 4 – LONG-TERM DEBT The Company entered into a note payable agreement with an unrelated company with a conversion option. The principal amount of $200,000, which is unsecured, together with interest at 9% was due June 15, 2020. In lieu of cash repayment, the outstanding principal amount of the note, plus all accrued unpaid interest may be converted at the option of the party, in whole or in part, into shares of Common Stock. As of the December 31, 2020, the note had a balance of $200,000. The note and accrued interest were paid in full in the first quarter of 2021. In January 2020, the Company entered into a Senior Secured Note agreement with an unrelated party. The principal amount of $500,000, which is secured by a security agreement, together with interest at 8%, plus additional 2% in the event of default, was due February 8, 2021. The balance of the note is $500,000 as of March 31, 2021 and December 31, 2020. This debt is currently in default. In January 2020, the Company entered into a Senior Secured Note agreement with a related party stockholder. The principal amount of $250,000, which is secured by a security agreement, together with interest at 8%, plus additional 2% in the event of default, was due February 8, 2021. In January 2020, the Company entered into another Senior Secured Note agreement with a stockholder. The principal amount of $250,000, which is secured by a security agreement, together with interest at 8%%, plus additional 2% in the event of default, was due February 8, 2021. The balance of the note is $500,000 as of March 31, 2021 and December 31, 2020. This debt is currently in default. In January 2020, the Company entered into a Senior Secured Note agreement with an unrelated party. The principal amount of $333,000, which is secured by a security agreement, together with interest at 8%%, plus additional 2% in the event of default, was due February 8, 2021. The balance of the note is $500,000 as of March 31, 2021 and December 31, 2020. This debt is currently in default. In January 2020, the Company entered into a Senior Secured Note agreement with an unrelated party. The principal amount of $167,000, which is secured by a security agreement, together with interest at 8%%, plus additional 2% in the event of default, was due February 8, 2021. The balance of the note is $500,000 as of March 31, 2021 and December 31, 2020. This debt is currently in default. In September 2020, the Company entered a non-interest bearing, unsecured note agreement with two shareholders for $104,000 with an unspecified due date. The balance of the note is $104,000 as of March 31, 2021 and December 31, 2020. Interest accrued on the related party notes at March 31, 2021 and December 31,2020 was $50,000 and $40,000, respectively. Loans under the CARES Act On July 8, 2020 the Company received a loan of $150,000 from the from the United States Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Proceeds are intended to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning twelve months from the date of the EIDL Loan in the amount of $731. The balance of principal and interest is payable thirty years from the date of the promissory note. The balance of the loan is $150,000, as of March 31, 2021 and December 31, 2020. Maturities of long-term debt for the quarter ended March 31, are as follows: 2021(remaining 9 months) $ – 2022 – 2023 2,001 2024 5,279 2025 8,682 Thereafter 134,038 150,000 |
5. Capital Structure
5. Capital Structure | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Capital Structure | NOTE 5 – CAPITAL STRUCTURE The total number of shares of stock which the corporation shall have authority to issue is 760,000,000 shares, of which 750,000,000 shares of $.0001 par value shall be designated as Common Stock and 10,000,000 shares of $0.0001 shall be designated as Preferred Stock. The Preferred Stock authorized by these Articles of Incorporation may be issued in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges, and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to fix the numbers of shares of any series. Common Stock - Series A Preferred Stock - Series B Convertible Preferred Stock - All shares of the Series B Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. The Series B Preferred shall have no liquidation preference over any other class of stock. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to the number of votes equal to equal to one thousand (1,000) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series B Preferred Stock into a 1,000 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock. In the event of a reverse split, the conversion ratio shall not be changed. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split. The Company has evaluated the Series B Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 did not apply as of April 30, 2019. The Company has evaluated the Series B Preferred Stock in accordance with FASB ASC Subtopic 47020 and has determined that there is no beneficial conversion feature that must be accounted for as of April 30, 2019. As of March 31, 2021, there were 8,000 shares of Series B Preferred outstanding. Common Stock Warrants - In 2021 and 2020, the Company raised capital by issuance of common stock above the stated par value. The contributed capital recognized as additional paid in capital during the three months ended March 31, 2021 and 2020 was $2,436,256 and $99,800 respectively. During the three months ended March 31, 2021 and 2020, there were $0 in capital distributions. |
6. Asset Purchase Agreement
6. Asset Purchase Agreement | 3 Months Ended |
Mar. 31, 2021 | |
Asset Purchase Agreement | |
Asset Purchase Agreement | NOTE 6 – ASSET PURCHASE AGREEMENT On June 18, 2019, the Company entered into an Asset Purchase Agreement with ANI Pharmaceuticals, Inc. (ANI) for the sale of certain intellectual property and materials related to the research and development related to potential ANDA candidates. The Company recognized revenue of approximately $2,300,000 related to the Asset Purchase Agreement in the year ended December 31, 2019. In addition to the original purchase price, the Company is due an additional $2,000,000 with respect to the Product that is Vigabatrin 500mg tablets (tablets) as follows; (A) $250,000 within 30 days following the completion of all bioequivalence studies related to tablets, (B) $250,000 within 45 days of the first date on which annual gross profit from the sale of tablets reaches $1,000,000 in a calendar year, (C) $500,000 within 45 days of the first date on which annual gross profit from the sale of tablets reaches $5,000,000 in a calendar year, (D) $1,000,000 within 45 days of the first date on which annual gross profit from the sale of tablets reaches $10,000,000 in a calendar year. As of three months ended March 31, 2021 and 2020, and through this date, none of these milestones have occurred. Because collection of these milestone payments is not reasonably assured, we have not recorded any revenues in the accompanying financial statements. Also, the Company is due an additional $1,750,000 with respect to the Product that is Vigabatrin 500mg powder for Oral Solution (powder) as follows; (A) $250,000 within 45 days of the first date on which annual gross profit from the sale of powder reaches $1,000,000 in a calendar year, (B) $500,000 within 45 days of the first date on which annual gross profit from the sale of powder reaches $5,000,000 in a calendar year, (C) $1,000,000 within 45 days of the first date on which annual gross profit from the sale of powder reaches $10,000,000 in a calendar year. As of three months ended March 31, 2021 and 2020, and through this date, none of these milestones have occurred. Because collection of these milestone payments is not reasonably assured, we have not recorded any revenues in the accompanying financial statements. |
7. Commitments and Contingencie
7. Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTINGENCIES Leases Future minimum rental payments required under the lease are as follows: 2021 (remaining 9 months) $ 33,750 2022 18,750 Legal Matters Royalty Obligations - Royalty Advances |
8. 401(k) Profit-Sharing Plan
8. 401(k) Profit-Sharing Plan | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
401(k) Profit-Sharing Plan | NOTE 8 - 401(k) PROFIT-SHARING PLAN The Company sponsors a qualified profit-sharing plan with a 401(k) feature that covers all eligible employees. Participation in the 401(k) feature of the plan is voluntary. Participating employees may defer up to 100% of their compensation up to the maximum prescribed by the Internal Revenue Code. The plan permits for employee elective deferrals but has no contribution requirements for the Company. During the three months ended March 31, 2021 and 2020, no employer contributions were made. |
9. Income Taxes
9. Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9 – INCOME TAXES For the three months ended March 31, 2021 and 2020, respectively, no income tax expense or benefit was recognized. The Company’s deferred tax assets are comprised primarily of net operating loss carryforwards. The Company maintains a full valuation allowance on its deferred tax assets since it has not yet achieved sustained profitable operations. As a result, the Company has not recorded any income tax benefit since its inception. |
10. Subsequent Event
10. Subsequent Event | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 10 – SUBSEQUENT EVENT On May 6, 2021, the Company made initial payments under two definitive agreements. The two definitive option purchase agreements are with VyGen-Bio, Inc. (“Vy-Gen”), pursuant to which the Company has the exclusive option to acquire co-development rights with respect to two Vy-Gen product candidates. The Company paid a total of $750,000 to acquire the two exclusive options. The options are exercisable at any time until December 31, 2021 with the option exercise payments totaling an additional $1,250,000 to $5,750,000, depending on the timing of the exercise and if both options are exercised. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation – |
Use of Estimates | Use of Estimates |
Revenue Recognition | Revenue Recognition |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principals in Topic 740. The amendments also improve consistent application of and simplify generally accepted accounting principles (GAAP) for other areas of Topic 740 by clarifying and amending the existing guidance. For public business entities, the guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The adoption of this standard, effective January 1, 2021, did not have a material impact on these financial statements. During the three months ended March 31, 2021, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. |
4. Long-Term Debt (Tables)
4. Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Maturities of long-term debt | 2021(remaining 9 months) $ – 2022 – 2023 2,001 2024 5,279 2025 8,682 Thereafter 134,038 150,000 |
7. Commitments and Contingenc_2
7. Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments | 2021 (remaining 9 months) $ 33,750 2022 18,750 |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | $ 75,000 | $ 4,508 |
Consulting Services [Member] | ||
Revenues | $ 75,000 | $ 4,508 |
3. License Right (Details Narra
3. License Right (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
License right | $ 0 | $ 0 | ||
Amortization expense | 0 | $ 0 | ||
Consensi License Right [Member] | ||||
License right | $ 0 | 0 | $ 1,000,000 | |
Impairment expense | $ 1,000,000 |
4. Long-Term Debt (Details)
4. Long-Term Debt (Details) | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (remaining 9 months) | $ 0 |
2022 | 0 |
2023 | 2,001 |
2024 | 5,279 |
2025 | 8,682 |
Thereafter | 134,038 |
Total long-term debt | $ 150,000 |
4. Long-Term Debt (Details Narr
4. Long-Term Debt (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 4 Months Ended | ||
Mar. 31, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | May 06, 2020 | Dec. 31, 2020 | |
Accrued interest | $ 50,000 | $ 50,000 | $ 40,000 | ||
Note Payable 1 [Member] | |||||
Note payable | 0 | 0 | 200,000 | ||
Note Payable 2 [Member] | |||||
Note payable | $ 500,000 | $ 500,000 | 500,000 | ||
Debt stated interest rate | 8.00% | 8.00% | |||
Debt interest rate increase if in default | 2.00% | ||||
Debt maturity date | Feb. 8, 2021 | ||||
Note Payable 3 [Member] | |||||
Note payable | $ 250,000 | $ 250,000 | 250,000 | ||
Debt stated interest rate | 8.00% | 8.00% | |||
Debt interest rate increase if in default | 2.00% | ||||
Debt maturity date | Feb. 8, 2021 | ||||
Note Payable 4 [Member] | |||||
Note payable | $ 250,000 | $ 250,000 | 250,000 | ||
Debt stated interest rate | 8.00% | 8.00% | |||
Debt interest rate increase if in default | 2.00% | ||||
Debt maturity date | Feb. 8, 2021 | ||||
Note Payable 5 [Member] | |||||
Note payable | $ 333,000 | $ 333,000 | 333,000 | ||
Debt stated interest rate | 8.00% | 8.00% | |||
Debt interest rate increase if in default | 2.00% | ||||
Debt maturity date | Feb. 8, 2021 | ||||
Note Payable 5 [Member] | |||||
Note payable | $ 167,000 | $ 167,000 | 167,000 | ||
Debt stated interest rate | 8.00% | 8.00% | |||
Debt interest rate increase if in default | 2.00% | ||||
Debt maturity date | Feb. 8, 2021 | ||||
Note Payable 7 [Member] | |||||
Note payable | $ 104,000 | $ 104,000 | 104,000 | ||
PPP Loan [Member] | |||||
Note payable | 155,095 | 155,095 | 77,500 | ||
Proceeds from loan | $ 77,595 | $ 77,500 | |||
EIDL Loan [Member] | |||||
Note payable | $ 150,000 | $ 150,000 | $ 150,000 | ||
Debt stated interest rate | 3.75% | 3.75% | |||
Proceeds from loan | $ 150,000 |
5. Capital Structure (Details N
5. Capital Structure (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 8,000 | 0 | |
Preferred stock, shares outstanding | 8,000 | 0 | |
Common stock, par value | $ .0001 | $ 0.0001 | |
Common stock, shares authorized | 750,000,000 | 750,000,000 | |
Common stock, shares issued | 29,974,740 | 16,396,000 | 26,768,240 |
Common stock, shares outstanding | 29,974,740 | 16,396,000 | 26,768,240 |
Series A Preferred Stock [Member] | |||
Preferred stock, shares outstanding | 0 | ||
Series B Preferred Stock [Member] | |||
Common stock, par value | $ 0.0001 | ||
Common stock, shares authorized | 2,000,000 | ||
Common stock, shares issued | 8,000 | ||
Common stock, shares outstanding | 8,000 | ||
Warrant Class A [Member] | Coral Investment Partners [Member] | |||
Warrants outstanding | 500,000 | ||
Warrant exercise price | $ 2 | ||
Warrant expiration date | Nov. 30, 2023 | ||
Warrant Class B [Member] | Coral Investment Partners [Member] | |||
Warrants outstanding | 500,000 | ||
Warrant exercise price | $ 5 | ||
Warrant expiration date | Nov. 30, 2023 | ||
Common Stock [Member] | |||
Contributed capital through issuance of stock | $ 2,436,256 | $ 99,800 |
6. Asset Purchase Agreement (De
6. Asset Purchase Agreement (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 18, 2019 | |
Revenue recognized from assets sale | $ 75,000 | $ 4,508 | |
Asset Purchase Agreement [Member] | ANI Pharmaceuticals [Member] | |||
Revenue recognized from assets sale | $ 2,300,000 |
7. Commitments and Contingenc_3
7. Commitments and Contingencies (Details) | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum rental payment 2021 (remaining 9 months) | $ 33,750 |
Future minimum rental payment 2022 | $ 18,750 |
7. Commitments and Contingenc_4
7. Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease expense | $ 11,250 | $ 10,500 | |
Royalty payable | 833,333 | $ 583,333 | |
Proceeds from royalties | $ 0 | $ 250,000 |
8. 401(k) Profit-Sharing Plan (
8. 401(k) Profit-Sharing Plan (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Employer contribution | $ 0 | $ 0 |