(Exact name of registrant as Specified in its Charter) |
(State or Other Jurisdiction of | (Internal Revenue Service | |
Incorporation or Organization) | Employer Identification Number) |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
Emerging growth company |
2 |
Table of Contents |
September 30, 2022 | December 31, 2021 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | $ | ||||||
Prepaid expenses | ||||||||
Total current assets | ||||||||
Property and equipment | ||||||||
Automobile & Trucks | ||||||||
Less: Accumulated depreciation | ( | ) | ( | ) | ||||
Total property and equipment, net | ||||||||
Other assets | ||||||||
TOTAL ASSETS | $ | $ | ||||||
LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | $ | ||||||
Accrued expenses | ||||||||
Notes payable | ||||||||
Convertible notes payable, net of discount | ||||||||
Loan from shareholder | ||||||||
Total liabilities | ||||||||
Commitments and Contingencies | ||||||||
Stockholders’ deficit: | ||||||||
Series A preferred stock, par value $ | ||||||||
Series B preferred stock, par value $ | ||||||||
Common stock, par value $ | ||||||||
Common stock to be issued | ||||||||
Additional paid-in capital | ||||||||
Accumulated deficit | ( | ) | ( | ) | ||||
Total stockholders’ deficit | ( | ) | ( | ) | ||||
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | $ |
3 |
Table of Contents |
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30 |
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2022 |
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2021 |
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2022 |
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2021 |
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||||
Expenses |
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General and administrative expenses |
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$ |
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|
$ |
|
|
|
$ |
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$ |
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|
Payroll expenses |
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Depreciation |
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Total operating expenses |
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Loss from operations |
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|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
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|
|
|
|
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|
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Other income ( expense) |
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|
|
|
|
|
|
|
|
|
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Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total other income ( expense) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss before income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Loss per common share - Basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average common shares outstanding - Basic and diluted |
|
|
|
|
|
|
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|
|
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4 |
Table of Contents |
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Series B Preferred Stock |
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Common Stock |
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Additional Paid-in |
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Stock to |
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|
Accumulated |
|
|
Total Stockholders’ |
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||||||||||||||
|
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Shares |
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|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
be issued |
|
|
Deficit |
|
|
Deficit |
|
||||||||
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|
|
|
|
|
|
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|
|
|
|
Balance at J une 30, 2021 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
Common stock issued on the conversion of notes payable |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for advisory |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2021 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at J une 30, 2022 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
Shares issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for convertible notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2022 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N ine Months ended S eptember 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2020 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for advisory |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
Balance at September 30, 2021 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2021 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
Shares issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for convertible notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2022 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
5 |
Table of Contents |
|
|
For the Nine Months Ended |
|
|||||
|
|
September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
|
|
(unaudited) |
|
|
(unaudited) |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
Shares issued for services |
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaid Expenses |
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses - related parties |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Purchase of Fixed Asset |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds from convertible notes |
|
|
|
|
|
|
|
|
Increase (decrease) in loans to shareholders |
|
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Net decrease in cash |
|
|
|
|
|
|
|
|
Cash at the beginning of the year |
|
|
|
|
|
|
|
|
Cash at the end of the year |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
|
|
|
$ |
|
|
Cash paid for income taxes |
|
$ |
|
|
|
$ |
|
|
6 |
Table of Contents |
7 |
Table of Contents |
Level 1 |
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
|
|
Level 2 |
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
|
|
Level 3 |
Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
1) |
Identification of the contract with a customer; |
2) |
Identification of the performance obligations in the contract; |
3) |
Determination of the transaction price; |
4) |
Allocation of the transaction price to the performance obligations in the contract; and |
5) |
Recognition of revenue when or as a performance obligation is satisfied. Revenue is recognized when each performance obligation is satisfied by the entity. An estimate of the variable consideration or performance obligations that an entity ultimately expects to be entitled to is included in the transaction price, and revenue is recognized upon satisfaction of the related performance obligation(s). An implicit or explicit significant financing component is taken into consideration. IP licenses must be analyzed. Each contract with customers is analyzed for multiple elements if any element must stand alone. |
8 |
Table of Contents |
9 |
Table of Contents |
10 |
Table of Contents |
| issued | |
| issued |
S eptember 30, 2022 | December 31, 2021 | |||||||
Accrued officer salaries (see below) | $ | $ | ||||||
Accrued interest | ||||||||
Other | ||||||||
Accrued expenses | $ | $ |
11 |
Table of Contents |
12 |
Table of Contents |
13 |
Table of Contents |
* |
Our financing plans |
* |
Regulatory environments in which we operate or plan to operate |
* |
Trends affecting our financial condition or results of operations |
* |
The impact of competition, the start-up of certain operations and acquisition opportunities. |
* |
Our ability to raise capital |
* |
Our ability to execute our business strategy in a very competitive environment |
* |
Our degree of financial leverage |
* |
Risks associated with our acquiring and integrating companies into our own |
* |
Risks relating to rapidly developing technology |
* |
Regulatory considerations |
* |
Risks related to international economies |
* |
Risks related to market acceptance and demand for our products and services |
* |
The impact of competitive services and pricing |
* |
Other risks referenced from time to time in our SEC filings |
14 |
Table of Contents |
15 |
Table of Contents |
16 |
Table of Contents |
17 |
Table of Contents |
18 |
Table of Contents |
Exhibit Number |
|
Description of Exhibit |
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS* |
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document) |
|
|
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Filed herewith. |
19 |
Table of Contents |
By: |
/s/ Antonio Milici |
|
|
Antonio Milici, M.D., Ph.D. |
|
|
President |
|
|
(Principal Executive Officer) |
|
By: |
/s/ Tannya L. Irizarry |
|
|
Tannya L. Irizarry |
|
|
Chief Financial Officer (Interim) |
|
|
(Principal Financial/Accounting Officer) |
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Antonio Milici |
|
President, Director |
|
11/14/2022 |
Antonio Milici, M.D., PhD. |
|
|
|
|
|
|
|
|
|
/s/ Tannya L. Irizarry |
|
Chief Financial Officer (Interim) |
|
11/14/2022 |
Tannya L Irizarry |
|
|
|
|
20 |