Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-19041 | |
Entity Registrant Name | QHSLab, Inc. | |
Entity Central Index Key | 0000856984 | |
Entity Tax Identification Number | 30-1104301 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 901 Northpoint Parkway | |
Entity Address, Address Line Two | Suite 302 | |
Entity Address, Address Line Three | West Palm | |
Entity Address, City or Town | Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33407 | |
City Area Code | (929) | |
Local Phone Number | 379-6503 | |
Title of 12(b) Security | Common Stock, $0.0001 Par Value | |
Trading Symbol | USAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,815,508 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 155,557 | $ 286,855 |
Accounts receivable | 96,093 | 70,474 |
Inventory | 73,153 | 65,740 |
Prepaid expenses and other current assets | 71,888 | 22,713 |
Total current assets | 396,691 | 445,782 |
Non-current assets: | ||
Capitalized software development costs | 223,390 | 186,271 |
Intangible assets, net | 1,558,416 | 1,576,444 |
Total assets | 2,178,497 | 2,208,497 |
Current Liabilities: | ||
Accounts payable | 33,045 | 20,370 |
Other current liabilities | 46,328 | 58,615 |
Loans payable, current portion | 342,239 | 253,865 |
Convertible notes payable, current portion | 613,954 | 542,104 |
Total current liabilities | 1,035,566 | 874,954 |
Non-current liabilities: | ||
Accrued interest expenses | 8,986 | 6,521 |
Loans payable, non-current portion | 357,834 | 402,956 |
Convertible notes payable, non-current portion | 100,000 | 100,000 |
Total non-current liabilities | 466,820 | 509,477 |
Total liabilities | 1,502,386 | 1,384,431 |
Stockholders’ Equity: | ||
Common stock, 900,000,000 shares authorized, $0.0001 par value; 8,815,508 and 8,756,093 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 882 | 876 |
Unearned stock compensation | (3,484) | (6,968) |
Additional paid-in capital | 3,387,540 | 3,348,681 |
Accumulated deficit | (2,709,199) | (2,518,895) |
Total stockholders’ equity | 676,111 | 824,066 |
Total liabilities and stockholders’ equity | 2,178,497 | 2,208,497 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock | 108 | 108 |
Series A-2 Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock | $ 264 | $ 264 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 8,815,508 | 8,756,093 |
Common stock, shares outstanding | 8,815,508 | 8,756,093 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 1,080,092 | 1,080,092 |
Preferred stock, shares outstanding | 1,080,092 | 1,080,092 |
Series A-2 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 2,644,424 | 2,644,424 |
Preferred stock, shares outstanding | 2,644,424 | 2,644,424 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 355,330 | $ 304,336 |
Cost of revenue | 166,642 | 170,757 |
Gross profit | 188,688 | 133,579 |
Operating Expenses: | ||
Sales and marketing | 113,294 | 111,688 |
General and administrative | 89,514 | 70,127 |
Research and development | 28,979 | 28,021 |
Amortization | 18,028 | |
Total Operating Expenses | 249,815 | 209,836 |
Net operating loss | (61,127) | (76,257) |
Interest expense | 127,157 | 10,429 |
Loss on extinguishment of debt | 2,020 | |
Net loss | $ (190,304) | $ (86,686) |
Basic and diluted net loss per share | $ (0.02) | $ (0.01) |
Weighted average shares outstanding (basic and diluted) | 8,779,859 | 6,833,261 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series A-2 Preferred Stock [Member] | Common Stock [Member] | Unearned Stock Compensation [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 108 | $ 656 | $ (124,479) | $ 1,264,108 | $ (1,748,719) | $ (608,326) | |
Beginning balance, shares at Dec. 31, 2020 | 1,080,092 | 6,562,735 | |||||
Shares issued for services | $ 15 | (89,419) | 89,985 | 581 | |||
Conversion of notes payable | $ 50 | 194,161 | 194,211 | ||||
Conversion of notes payable, shares | 496,718 | ||||||
Stock-based compensation expense | 8,920 | 8,920 | |||||
Net loss | (86,686) | (86,686) | |||||
Shares issued for services, shares | 150,000 | ||||||
Cancellation of shares | $ (10) | 10 | |||||
Cancellation of shares, shares | (100,000) | ||||||
Amortization of unearned compensation | 67,812 | 67,812 | |||||
Ending balance, value at Mar. 31, 2021 | $ 108 | $ 711 | (146,086) | 1,557,184 | (1,835,405) | (423,488) | |
Ending balance, shares at Mar. 31, 2021 | 1,080,092 | 7,109,453 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 108 | $ 264 | $ 876 | (6,968) | 3,348,681 | (2,518,895) | 824,066 |
Beginning balance, shares at Dec. 31, 2021 | 1,080,092 | 2,644,424 | 8,756,093 | ||||
Shares issued for services | 3,484 | 3,484 | |||||
Conversion of notes payable | $ 6 | 27,919 | 27,925 | ||||
Conversion of notes payable, shares | 59,415 | ||||||
Warrants issued with conversion of notes payable | 2,020 | 2,020 | |||||
Stock-based compensation expense | 8,920 | 8,920 | |||||
Net loss | (190,304) | (190,304) | |||||
Ending balance, value at Mar. 31, 2022 | $ 108 | $ 264 | $ 882 | $ (3,484) | $ 3,387,540 | $ (2,709,199) | $ 676,111 |
Ending balance, shares at Mar. 31, 2022 | 1,080,092 | 2,644,424 | 8,815,508 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net loss | $ (190,304) | $ (86,686) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Amortization | 18,028 | |
Amortization of debt and warrant issuance costs | 96,850 | |
Stock-based compensation | 8,920 | 8,920 |
Shares issued for services | 3,484 | 68,393 |
Loss on extinguishment of debt | 2,020 | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | (25,619) | (9,975) |
(Increase)/decrease in inventory | (7,413) | 38,561 |
Increase in prepaid expenses and other current assets | (49,175) | (1,088) |
Increase/(decrease) in accounts payable | 12,675 | (67,556) |
Decrease in other current liabilities | (14,257) | (433) |
Increase in accrued interest | 7,360 | 16,972 |
Cash flows from operating activities | (137,431) | (32,892) |
Investing activities: | ||
Capitalized software | (37,119) | (26,882) |
Cash flows from investing activities | (37,119) | (26,882) |
Financing activities: | ||
Proceeds of loan borrowings | 128,500 | |
Repayments of loan borrowings | (85,248) | |
Cash flows from financing activities | 43,252 | |
Change in cash | (131,298) | (59,774) |
Cash and cash equivalents – beginning of year | 286,855 | 94,342 |
Cash and cash equivalents - end of period | 155,557 | 34,568 |
Supplemental disclosures of cash flow activity: | ||
Cash paid for interest | 18,519 | 21 |
Cash paid for taxes | ||
Supplemental noncash investing and financing activity: | ||
Debt and accrued interest converted to shares of common stock | $ 27,925 | $ 194,211 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | Note 1. The Company QHSLab, Inc. (f/k/a USA Equities Corp.) (the “Company”, or the “Registrant”) was incorporated in Delaware on September 1, 1983 . On April 19, 2022, the Company changed its name to QHSLab, Inc. The Company is a medical device technology and software as a service (“SaaS”) company focused on enabling primary care physicians (“PCP’s”) to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic disease as well as provide preventive care through reimbursable procedures. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, has negative operational cash flows and began recognizing revenues in the fourth quarter of fiscal 2020. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. However, access to such funding may not be available on commercially reasonable terms, if at all. These condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 3. Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the accompanying notes included in our Annual Report on Form 10- K for the year ended December 31, 2021. The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 2021 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end balance sheet data presented for comparative purposes was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the three months ended March 31, 2022 and 2021 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period. Reclassifications Certain reclassifications were made to the prior condensed consolidated financial statements to conform to the current period presentation. There was no change to the previously reported net loss. Risks Related to COVID-19 Pandemic The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and the Company does not yet know the full extent of potential impacts on its business, financing or global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources and operations. Accounting Policies Use of Estimates : The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Principles of Consolidation Cash and Cash Equivalents Accounts Receivable Inventories : Inventories are stated at the lower of cost or estimated net realizable value, on a first-in, first-out, or FIFO, basis. The Company uses actual costs to determine its cost basis for inventories. Inventories consist of only finished goods. Capitalized Software Development Costs : Software development costs for internal-use software are accounted for in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized software development costs for internal-use software totaled $ 223,390 186,271 no no Intangible Assets: Business Combination, Related Issues, Initial Measurement Intangibles, General Intangibles Other Than Goodwill Schedule of Indefinite-Lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life The estimated useful lives and carrying value of the assets are reviewed at least annually or whenever events or circumstances may result in an impact to the value of the assets. Convertible Notes Payable: Derivatives and Hedging Debt with Conversion and Other Options Revenue Recognition Pursuant to ASC Topic 606, Revenue from Contracts with Customers, To determine the revenue to be recognized for transactions that the Company determines are within the scope of ASC 606, the Company follows the established five-step framework as follows: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract(s); and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company sells allergy diagnostic-related products and immunotherapy treatments to physicians. Revenue is recognized once the Company satisfies its performance obligation which occurs at the point in time when title and possession of products have transitioned to the customer, typically upon delivery of the products. The Company includes shipping and handling fees billed to customers in revenue. There are several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and disclosures. The Company elected to treat similar contracts as a portfolio of contracts, as allowed under ASC 606. The contracts that fall within the portfolio have the same terms and management has the expectation that the result will not be materially different from the consideration of each individual contract. Research and Development For the three months ended March 31, 2022 and 2021, there were $ 28,979 28,021 Stock-based Compensation Share Based Payment Earnings Per Common Share no Income Taxes Accounting for Income Taxes, The Company has net operating losses of $ 2,709,199 begin to expire in 2027 Recently Issued Accounting Standards In August 2020, the Financial Accounts Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures. |
Capitalized Software and Intang
Capitalized Software and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Research and Development [Abstract] | |
Capitalized Software and Intangible Assets | Note 4. Capitalized Software and Intangible Assets Non-current assets consist of the following at March 31, 2022 and December 31, 2021: Schedule of Intangible Assets Estimated Useful Life March 31, December 31, Capitalized Software TBD $ 223,390 $ 186,271 Intangible Assets: U.S. Method Patent 13.4 $ 967,500 $ 967,500 Web Domain N/A 161,250 161,250 Trademark N/A 483,750 483,750 Total Intangible Assets $ 1,612,500 $ 1,612,500 Accumulated amortization (54,084 ) (36,056 ) Intangible assets, net $ 1,558,416 $ 1,576,444 Capitalized software represents the development costs for internal-use software. The software application is still in development with costs continuing to be capitalized and no amortization expense being recognized yet. Capitalization will cease and amortization will begin once development is substantially complete. The Capitalized software costs will be amortized over the estimated life of the software. There were no The intangible assets represent the value the Company paid to acquire the trademark “AllergiEnd”, the web domain “AllergiEnd.com” along with the U.S. Method Patent registration relating to the allergy testing kit and related materials the Company distributes to physician clients. The Company acquired the intangible assets from MedScience Research Group as of June 23, 2021 for total consideration of $ 1,612,500 Business Combination, Related Issues, Initial Measurement. Intangibles, General Intangibles Other Than Goodwill 18,028 no |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2022 | |
Loans Payable | |
Loans Payable | Note 5. Loans Payable On June 23, 2021, the Company entered into a purchase agreement to acquire certain assets from MedScience Research Group, Inc (“MedScience”) (See Note 4 for additional information). As part of that purchase agreement, the Company issued a Promissory Note with a principal sum of $ 750,000 586,716 644,158 On March 2, 2022, the Company entered into a fixed-fee short-term loan with its merchant bank and received $ 128,500 in loan proceeds. The loan payable, which is split between current and long-term liabilities on the Company’s condensed consolidated balance sheets, is due in August 2023. The loan is repaid by the merchant bank withholding an agreed-upon percentage of payments they process on behalf of the Company with a minimum of $ 16,305 117,117 . The prior fixed-fee short-term loan with the same merchant bank had a balance of $ 16,793 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 6. Convertible Notes Payable Convertible notes payable at March 31, 2022 and December 31, 2021, consist of the following: Schedule of Convertible Notes Payable March 31, December 31, Note 1 – Accredited investors $ - $ 25,000 Note 2 – Shareholder 100,000 100,000 Note 3 – Mercer Note 756,000 756,000 Total 856,000 881,000 Debt discount and issuance costs (142,046 ) (238,896 ) Total convertible notes payable 713,954 642,104 Less: current portion 613,954 542,104 Non-current portion $ 100,000 $ 100,000 Note 1 – Effective December 23, 2020, the Company issued a Convertible Promissory Note in the principal amount of $ 25,000 to a shareholder (Note 1). This Note was issued under a subscription agreement dated September 25, 2020 . As of March 31, 2022 and December 31, 2021, this note had $ 0 and $ 2,555 , respectively, of accrued interest. On February 23, 2022 the shareholder the outstanding principal of $ 25,000 along with accrued interest into 59,415 shares of common stock at a price of $ 0.47 per share . Additionally, the shareholder received warrants exercisable for two years to purchase 14,854 common shares at $ 0.705 per share. Note 2 – Effective May 7, 2021, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 to a shareholder (Note 2). The Note bears interest at the rate of 10 % per annum and matures on September 30, 2022 (the “Maturity Date”) at which date all outstanding principal and accrued and unpaid interest are due and payable. The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of common shares at a conversion price equal to the greater of a 25% discount to the 15-day average market price of the Company’s common stock or $0.50. The principal and interest accrued are convertible at any time through the maturity date of September 30, 2022 at the option of the holder using the same conversion calculation . As of March 31, 2022 and December 31, 2021, this note had $ 8,986 and $ 6,521 , respectively, of accrued interest. Note 3 – Effective August 10, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which it issued to the investor an Original Issue Discount Secured Convertible Promissory Note (the “Note”) in the principal amount of $ 806,000 930,000 750,000 The principal amount of the Note and all interest accrued thereon is payable on August 10, 2022, and are secured by a lien on substantially all of the Company’s assets. The Note provides for interest at the rate of 5 0.65 0.65 0.65 On November 11, 2021, Mercer Street Global Opportunity Fund, LLC, converted $ 50,000 of the principal amount of the $ 806,000 Secured Convertible Promissory Note issued August 10, 2021, into 76,923 shares of the Company’s common stock at a price of $ 0.65 per share. The 930,000 Warrants are initially exercisable for a period of three years at a price of $ 1.25 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided in the Registration Rights Agreement. The Warrants may be exercised by means of a “cashless exercise” if at any time the shares issuable upon exercise of the Warrant are not covered by an effective registration statement. The Company accounts for the allocation of its issuance costs to its Warrants in accordance with ASC 470-20, Debt with Conversion and Other Options The Company estimated the fair value of the Warrants utilizing the Black-Scholes pricing model, which is dependent upon several assumptions such as the expected term of the Warrants, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected term and expected dividend yield rate over the expected term. The Company believes this valuation methodology is appropriate for estimating the fair value of warrants. The value allocated to the relative fair value of the Warrants was recorded as debt issuance costs and additional paid in capital. The principal, net of the original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, which are being recognized over the life of the Note, along with associated interest, is recorded with current liabilities on the Company’s condensed consolidated balance sheets. As of March 31, 2022, this Note had $ 24,767 of accrued interest, total unamortized debt issuance costs of $ 121,794 , including the Warrant value, and the remaining discount of $ 20,252 . As of December 31, 2021, this note had $ 15,446 of accrued interest, total unamortized debt issuance costs of $ 204,835 , including the Warrant value, and the remaining discount of $ 34,060 . |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | Note 7. Preferred Stock Series A Preferred Stock The shares of Series A Preferred Stock have a stated value of $ 0.25 0.05 The Series A Preferred Stock does not accrue dividends and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote. Series A-2 Preferred Stock On December 30, 2021, the Company issued 2,644,424 of the Company’s Series A-2 Convertible Preferred Shares to its principal shareholder in satisfaction of multiple outstanding convertible promissory notes with initial principal amounts totaling $ 286,078 together with all interest accrued thereon. The rights of holders of the Company’s common stock with respect to the payment of dividends and upon liquidation are junior in right of payment to holders of the Series A-2 Convertible Preferred Shares. The rights of the holders of the Company’s Series A-2 Preferred Shares are pari passu to the rights of the holders of the Company’s Series A Preferred Shares currently outstanding. Holders of the Series A-2 Convertible Preferred Stock will vote on an as converted basis with the holders of the Company’s common stock and Series A Preferred Shares as to all matters to be voted on by the holders of the common stock. Each Series A-2 Preferred Share shall be entitled to a number of votes equal to five times the number of shares of common stock into which it is then convertible on the applicable record date. |
Loss Per Common Share
Loss Per Common Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Note 8. Loss Per Common Share The Company calculates net loss per common share in accordance with ASC 260, Earnings Per Share. Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive shares, which include shares issuable upon exercise or conversion of outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the quarters ended March 31, 2022 and 2021 as the result would be anti-dilutive. Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share 2022 2021 Three Months Ended March 31, 2022 2021 Stock options 1,100,000 650,000 Stock warrants 1,026,647 - Total shares excluded from calculation 2,126,647 650,000 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 9. Stock-based Compensation During the three-month periods ended March 31, 2022 and 2021, there was $ 8,920 in stock-based compensation associated with stock options included in Research and development expense. Additionally, during the same periods there was expense associated with shares issued for services. The following table shows how the expenses associated with shares issued for services were classified in the condensed consolidated statements of operations during the respective periods. Schedule of Stock-based Compensation Expenses 2022 2021 Three Months Ended March 31, 2022 2021 Research and development $ - $ 21,625 Sales and marketing - 29,187 General and administrative 3,484 17,581 Total expense – shares issued for services $ 3,484 $ 68,393 During the three months ended March 31, 2021 there were 450,000 0.65 three years five years During the three months ended March 31, 2022 there were no options granted. As of March 31, 2022, there was $ 27,164 1,100,000 11 0.12 The fair value of all options granted is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used: Schedule of Fair Value of Option Grant of Weighted-average Assumptions Three Months Ended Three Months Ended Risk-free interest rate N/A 0.21 % Expected life of the options N/A 3.5 Expected volatility of the underlying stock N/A 76.3 % Expected dividend rate N/A 0 % The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected term of the options. The expected life of the options is based on the option term. Due to the Company’s limited historical data, the expected volatility is calculated based upon the historical volatility of comparable companies whose share prices are publicly available for a sufficient period of time. The dividend rate is based on the Company never paying or having the intent to pay any cash dividends. Options outstanding at March 31, 2022 consist of: Schedule of Options Outstanding and Exercisable Date Issued Number Number Exercise Price Expiration Date March 12, 2020 500,000 333,333 $ 0.40 March 12, 2025 June 27, 2020 150,000 100,000 $ 0.40 June 27, 2025 January 1, 2021 450,000 150,000 $ 0.65 December 31, 2025 Total 1,100,000 583,333 Warrants outstanding at March 31, 2022 consist of: Schedule of Warrants Outstanding and Exercisable Date Issued Number Number Exercise Price Expiration Date March 16, 2021 15,900 15,900 $ 0.75 March 15, 2023 May 7, 2021 53,704 53,704 $ 0.74 May 6, 2023 June 17, 2021 12,189 12,189 $ 0.83 June 16, 2023 August 10, 2021 930,000 930,000 $ 1.25 August 9, 2024 February 23, 2022 14,854 14,854 $ 0.705 February 22, 2024 Total 1,026,647 1,026,647 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions Convertible notes payable, related party: |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes For the three month period ended March 31, 2022 and the year ended December 31, 2021, the Company did not record a tax provision as the Company did not earn any taxable income in either period and maintains a full valuation allowance against its net deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies On February 9, 2021, the Company entered into a Receivables Purchase and Security Agreement (“Factoring Agreement”) with a Factoring Company. The Factoring Agreement has an initial term of one year Under the terms of the agreement, designated receivables are sold for periodic advances of up to $ 150,000 10 1.8 As of March 31, 2022, the balance of outstanding invoices that the Factoring Company may assign back to the Company if not collected within 90 days is included in the Company’s Accounts Receivable balance with the amounts received, net of reserves held, included with other current liabilities on the condensed consolidated balance sheets. The net amount included in other current liabilities is $ 10,334 25,420 There are no pending or threatened legal proceedings as of March 31, 2022. The Company has no non-cancellable operating leases. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates : The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. |
Principles of Consolidation | Principles of Consolidation |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable | Accounts Receivable |
Inventories | Inventories : Inventories are stated at the lower of cost or estimated net realizable value, on a first-in, first-out, or FIFO, basis. The Company uses actual costs to determine its cost basis for inventories. Inventories consist of only finished goods. |
Capitalized Software Development Costs | Capitalized Software Development Costs : Software development costs for internal-use software are accounted for in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized software development costs for internal-use software totaled $ 223,390 186,271 no no Intangible Assets: Business Combination, Related Issues, Initial Measurement Intangibles, General Intangibles Other Than Goodwill Schedule of Indefinite-Lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life The estimated useful lives and carrying value of the assets are reviewed at least annually or whenever events or circumstances may result in an impact to the value of the assets. Convertible Notes Payable: Derivatives and Hedging Debt with Conversion and Other Options |
Revenue Recognition | Revenue Recognition Pursuant to ASC Topic 606, Revenue from Contracts with Customers, To determine the revenue to be recognized for transactions that the Company determines are within the scope of ASC 606, the Company follows the established five-step framework as follows: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract(s); and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company sells allergy diagnostic-related products and immunotherapy treatments to physicians. Revenue is recognized once the Company satisfies its performance obligation which occurs at the point in time when title and possession of products have transitioned to the customer, typically upon delivery of the products. The Company includes shipping and handling fees billed to customers in revenue. There are several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and disclosures. The Company elected to treat similar contracts as a portfolio of contracts, as allowed under ASC 606. The contracts that fall within the portfolio have the same terms and management has the expectation that the result will not be materially different from the consideration of each individual contract. |
Research and Development | Research and Development For the three months ended March 31, 2022 and 2021, there were $ 28,979 28,021 |
Stock-based Compensation | Stock-based Compensation Share Based Payment |
Earnings Per Common Share | Earnings Per Common Share no |
Income Taxes | Income Taxes Accounting for Income Taxes, The Company has net operating losses of $ 2,709,199 begin to expire in 2027 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounts Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Schedule of Indefinite-Lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life |
Capitalized Software and Inta_2
Capitalized Software and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Research and Development [Abstract] | |
Schedule of Intangible Assets | Non-current assets consist of the following at March 31, 2022 and December 31, 2021: Schedule of Intangible Assets Estimated Useful Life March 31, December 31, Capitalized Software TBD $ 223,390 $ 186,271 Intangible Assets: U.S. Method Patent 13.4 $ 967,500 $ 967,500 Web Domain N/A 161,250 161,250 Trademark N/A 483,750 483,750 Total Intangible Assets $ 1,612,500 $ 1,612,500 Accumulated amortization (54,084 ) (36,056 ) Intangible assets, net $ 1,558,416 $ 1,576,444 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable at March 31, 2022 and December 31, 2021, consist of the following: Schedule of Convertible Notes Payable March 31, December 31, Note 1 – Accredited investors $ - $ 25,000 Note 2 – Shareholder 100,000 100,000 Note 3 – Mercer Note 756,000 756,000 Total 856,000 881,000 Debt discount and issuance costs (142,046 ) (238,896 ) Total convertible notes payable 713,954 642,104 Less: current portion 613,954 542,104 Non-current portion $ 100,000 $ 100,000 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share | Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share 2022 2021 Three Months Ended March 31, 2022 2021 Stock options 1,100,000 650,000 Stock warrants 1,026,647 - Total shares excluded from calculation 2,126,647 650,000 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expenses | Schedule of Stock-based Compensation Expenses 2022 2021 Three Months Ended March 31, 2022 2021 Research and development $ - $ 21,625 Sales and marketing - 29,187 General and administrative 3,484 17,581 Total expense – shares issued for services $ 3,484 $ 68,393 |
Schedule of Fair Value of Option Grant of Weighted-average Assumptions | The fair value of all options granted is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used: Schedule of Fair Value of Option Grant of Weighted-average Assumptions Three Months Ended Three Months Ended Risk-free interest rate N/A 0.21 % Expected life of the options N/A 3.5 Expected volatility of the underlying stock N/A 76.3 % Expected dividend rate N/A 0 % |
Schedule of Options Outstanding and Exercisable | Options outstanding at March 31, 2022 consist of: Schedule of Options Outstanding and Exercisable Date Issued Number Number Exercise Price Expiration Date March 12, 2020 500,000 333,333 $ 0.40 March 12, 2025 June 27, 2020 150,000 100,000 $ 0.40 June 27, 2025 January 1, 2021 450,000 150,000 $ 0.65 December 31, 2025 Total 1,100,000 583,333 |
Schedule of Warrants Outstanding and Exercisable | Warrants outstanding at March 31, 2022 consist of: Schedule of Warrants Outstanding and Exercisable Date Issued Number Number Exercise Price Expiration Date March 16, 2021 15,900 15,900 $ 0.75 March 15, 2023 May 7, 2021 53,704 53,704 $ 0.74 May 6, 2023 June 17, 2021 12,189 12,189 $ 0.83 June 16, 2023 August 10, 2021 930,000 930,000 $ 1.25 August 9, 2024 February 23, 2022 14,854 14,854 $ 0.705 February 22, 2024 Total 1,026,647 1,026,647 |
Schedule of Indefinite-Lived In
Schedule of Indefinite-Lived Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Web Domain [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Impaired intangible asset | Indefinite life |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Impaired intangible asset | Indefinite life |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, amortization method | 13 years 4 months 24 days |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Capitalized software development costs for software sold to customers | $ 223,390 | $ 186,271 | |
Capitalized computer software, amortization | 0 | 0 | |
Capitalized computer software, impairments | 0 | $ 0 | |
Research and development expense | $ 28,979 | $ 28,021 | |
Common stock equivalent shares of weighted average shares outstanding dilutive | 2,126,647 | 650,000 | |
Operating loss carryforwards | $ 2,709,199 | ||
Net operating losses carryforwards, expire date | begin to expire in 2027 | ||
Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalent shares of weighted average shares outstanding dilutive | 0 | 0 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible Assets | $ 1,612,500 | $ 1,612,500 |
Intangible Assets: | ||
Accumulated amortization | (54,084) | (36,056) |
Intangible assets, net | 1,558,416 | 1,576,444 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible Assets | 223,390 | 186,271 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible Assets | $ 967,500 | 967,500 |
Intangible Assets: | ||
Finite-lived intangible assets, amortization method | 13 years 4 months 24 days | |
Web Domain [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible Assets | $ 161,250 | 161,250 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible Assets | $ 483,750 | $ 483,750 |
Capitalized Software and Inta_3
Capitalized Software and Intangible Assets (Details Narrative) - USD ($) | Jun. 23, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Research and Development [Abstract] | ||||
Capitalized computer software, impairments | $ 0 | $ 0 | ||
Acquired intangible assets | $ 1,612,500 | |||
Amortization expense | $ 18,028 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | Mar. 02, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 23, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt default longterm debt amount | $ 586,716 | $ 644,158 | ||
Proceeds from Issuance of Debt | $ 128,500 | |||
Payments for loan | $ 16,305 | |||
Loan payable | $ 117,117 | |||
Merchant Bank [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Loan payable | $ 16,793 | |||
Purchase Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument face amount | $ 750,000 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total | $ 856,000 | $ 881,000 |
Debt discount and issuance costs | (142,046) | (238,896) |
Total convertible notes payable | 713,954 | 642,104 |
Less: current portion | 613,954 | 542,104 |
Non-current portion | 100,000 | 100,000 |
Convertible Notes Payable One [Member] | Accredited Investor [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 25,000 | |
Convertible Notes Payable Two [Member] | Shareholder [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 100,000 | 100,000 |
Convertible Notes Payable Three [Member] | Mercer Street Global Opportunity Fund LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 756,000 | $ 756,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Nov. 11, 2021 | Aug. 10, 2021 | May 07, 2021 | Dec. 23, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 10, 2022 | Feb. 23, 2022 | Dec. 31, 2021 | Nov. 15, 2021 | Sep. 21, 2021 |
Short-Term Debt [Line Items] | |||||||||||
Interest Payable, Current | $ 24,767 | $ 15,446 | |||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 27,925 | $ 194,211 | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 121,794 | 204,835 | |||||||||
Debt Instrument, Unamortized Discount | 20,252 | 34,060 | |||||||||
Convertible Promissory Note Ten [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument convertible conversion price1 | $ 0.65 | $ 0.65 | |||||||||
Convertible Promissory Note Ten [Member] | Subsequent Event [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument convertible conversion price1 | $ 0.65 | ||||||||||
Debt instrument interest rate stated percentage | 5.00% | ||||||||||
Mercer Street Global Opportunity Fund LLC [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, principal amount | $ 806,000 | ||||||||||
Debt instrument convertible conversion price1 | $ 0.65 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 930,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.25 | ||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 50,000 | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 76,923 | ||||||||||
Convertible Notes Payable One [Member] | Accredited Investor [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, principal amount | $ 25,000 | $ 25,000 | |||||||||
Debt Instrument, Maturity Date | Sep. 25, 2020 | ||||||||||
Interest Payable, Current | 0 | $ 59,415 | 2,555 | ||||||||
Debt instrument convertible conversion price1 | $ 0.47 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 14,854 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.705 | ||||||||||
Convertible Notes Payable Two [Member] | Shareholder [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, principal amount | $ 100,000 | ||||||||||
Debt Instrument, Maturity Date | Sep. 30, 2022 | ||||||||||
Interest Payable, Current | $ 8,986 | $ 6,521 | |||||||||
Debt instrument interest rate stated percentage | 10.00% | ||||||||||
Debt Instrument, Description | The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of common shares at a conversion price equal to the greater of a 25% discount to the 15-day average market price of the Company’s common stock or $0.50. The principal and interest accrued are convertible at any time through the maturity date of September 30, 2022 at the option of the holder using the same conversion calculation | ||||||||||
Convertible Notes Payable Three [Member] | Mercer Street Global Opportunity Fund LLC [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, principal amount | $ 806,000 | ||||||||||
Warrants to purchase common stock | 930,000 | ||||||||||
Proceeds from Warrant Exercises | $ 750,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Dec. 30, 2021 | Sep. 01, 2019 | Mar. 31, 2022 | Dec. 31, 2021 |
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock stated value | $ 0.25 | $ 0.0001 | $ 0.0001 | |
Debt instrument, conversion price | $ 0.05 | |||
Preferred stock voting rights description | The Series A Preferred Stock does not accrue dividends and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote. | |||
Series A2 Convertible Preferred Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Value, New Issues | $ 2,644,424 | |||
Debt Instrument, Face Amount | $ 286,078 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 2,126,647 | 650,000 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 1,100,000 | 650,000 |
Stock Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from calculation | 1,026,647 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expenses (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total expense – shares issued for services | $ 3,484 | $ 68,393 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total expense – shares issued for services | 21,625 | |
Selling and Marketing Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total expense – shares issued for services | 29,187 | |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total expense – shares issued for services | $ 3,484 | $ 17,581 |
Schedule of Fair Value of Optio
Schedule of Fair Value of Option Grant of Weighted-average Assumptions (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 0.21% |
Expected life of the options | 3 years 6 months |
Expected volatility of the underlying stock | 76.30% |
Expected dividend rate | 0.00% |
Schedule of Options Outstanding
Schedule of Options Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Option One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Date Issued | Mar. 12, 2020 |
Number Outstanding | 500,000 |
Number Exercisable | 333,333 |
Exercise Price | $ / shares | $ 0.40 |
Expiration Date | Mar. 12, 2025 |
Option Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Date Issued | Jun. 27, 2020 |
Number Outstanding | 150,000 |
Number Exercisable | 100,000 |
Exercise Price | $ / shares | $ 0.40 |
Expiration Date | Jun. 27, 2025 |
Option Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Date Issued | Jan. 1, 2021 |
Number Outstanding | 450,000 |
Number Exercisable | 150,000 |
Exercise Price | $ / shares | $ 0.65 |
Expiration Date | Dec. 31, 2025 |
Options Held [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number Outstanding | 1,100,000 |
Number Exercisable | 583,333 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Warrant One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Date Issued | Mar. 16, 2021 |
Number Outstanding | 15,900 |
Number Exercisable | 15,900 |
Exercise Price | $ / shares | $ 0.75 |
Expiration Date | Mar. 15, 2023 |
Warrant Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Date Issued | May 7, 2021 |
Number Outstanding | 53,704 |
Number Exercisable | 53,704 |
Exercise Price | $ / shares | $ 0.74 |
Expiration Date | May 6, 2023 |
Warrant Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Date Issued | Jun. 17, 2021 |
Number Outstanding | 12,189 |
Number Exercisable | 12,189 |
Exercise Price | $ / shares | $ 0.83 |
Expiration Date | Jun. 16, 2023 |
Warrant Four [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Date Issued | Aug. 10, 2021 |
Number Outstanding | 930,000 |
Number Exercisable | 930,000 |
Exercise Price | $ / shares | $ 1.25 |
Expiration Date | Aug. 9, 2024 |
Warrant Five [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Date Issued | Feb. 23, 2022 |
Number Outstanding | 14,854 |
Number Exercisable | 14,854 |
Exercise Price | $ / shares | $ 0.705 |
Expiration Date | Feb. 22, 2024 |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number Outstanding | 1,026,647 |
Number Exercisable | 1,026,647 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Share-Based Payment Arrangement, Noncash Expense | $ 8,920 | $ 8,920 |
Unrecognized compensation related to unvested options | $ 27,164 | |
Unrecognized compensation related to unvested options, shares | 1,100,000 | |
Recognized weighted-average period | 11 months | |
Weighted-average fair value for options granted | $ 0.12 | |
Scientific Advisors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Number of options granted | 450,000 | |
Weighted-average exercise price | $ 0.65 | |
Options vesting term | 3 years | |
Options expiration period | 5 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Feb. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Other current liabilities | $ 46,328 | $ 58,615 | |
Factoring Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Agreement term | 1 year | ||
Advances on sale on receivables | $ 150,000 | ||
Reserve of purchased receivables, percentage | 10.00% | ||
Factoring fees, percentage | 1.80% | ||
Other current liabilities | $ 10,334 | $ 25,420 |