0001683168-22-007388 | 10-Q | XBRL Viewer

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 07, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-56194
Entity Registrant Name	Coeptis Therapeutics, Inc.
Entity Central Index Key	0001819663
Entity Tax Identification Number	84-3998117
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	105 Bradford Rd
Entity Address, Address Line Two	Suite 420
Entity Address, City or Town	Wexford
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15090
City Area Code	(724)
Local Phone Number	934-6467
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		19,516,373

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 7,370,909	$ 2,179,558
Accounts receivable	8,075	0
Inventories	0	0
TOTAL CURRENT ASSETS	7,378,984	2,179,558
PROPERTY AND EQUIPMENT
Furniture and fixtures	25,237	25,237
Less: accumulated depreciation	12,349	11,311
Furniture and fixtures, net	12,888	13,926
OTHER ASSETS
Co-development options	3,804,167	4,554,167
Right of use asset, net of accumulated amortization	68,541	17,925
Total other assets	3,872,708	4,572,092
TOTAL ASSETS	11,264,580	6,765,576
CURRENT LIABILITIES
Accounts payable	327,873	134,092
Accrued expenses	360,176	199,126
Notes payable, current portion	3,617,001	2,417,000
Notes payable, related parties, current portion	0	0
Right of use liability, current portion	9,834	14,724
TOTAL CURRENT LIABILITIES	4,314,884	2,764,942
LONG TERM LIABILITIES
Note payable	150,000	1,650,000
Right of use liability, non-current portion	56,341	0
TOTAL LONG TERM LIABILITIES	206,341	1,650,000
TOTAL LIABILITIES	4,521,225	4,414,942
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	1
Common stock, $0.0001 par value, 750,000,000 shares authorized, 43,207,163 shares issued and outstanding at September 30, 2022, and 37,082,864 shares issued and 36,754,064 shares outstanding at December 31, 2021	4,196	3,550
Additional paid-in capital	68,920,525	30,144,374
Treasury stock, 328,800 shares at cost	0	(247,165)
Accumulated deficit	(62,181,367)	(27,550,126)
TOTAL STOCKHOLDERS' EQUITY	6,743,355	2,350,634
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 11,264,580	$ 6,765,576

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	43,207,163	37,082,864
Common stock, shares outstanding	43,207,163	36,754,064
Treasury Stock, Shares		328,800
Series B Preferred Stock [Member]
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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
SALES
Total sales	$ 0	$ 0	$ 0	$ 75,000
Cost of goods, including inventory obsolescence	0	0	0	0
Gross profit	0	0	0	75,000
COST OF OPERATIONS
Research and development	20,887	0	20,887	0
General and administrative expenses	5,488,540	6,759,339	30,948,831	11,077,747
Selling and marketing	2,859	0	6,911	2,918
Interest expense	56,423	188,559	176,068	266,382
Total operating expenses	5,568,709	6,947,898	31,152,697	11,347,048
LOSS FROM OPERATIONS	(5,568,709)	(6,947,898)	(31,152,697)	(11,272,048)
OTHER INCOME (EXPENSE)
Royalties and licensing fees	(80,000)	3,543	(85,000)	(413,124)
Licensing income	0	1,000,000	0	1,000,000
Other Income	0	0	0	77,500
Other Gain (Loss) *on extinguishment of debt and write down of assets	0	(2,000)	(3,393,542)	(2,000)
TOTAL OTHER INCOME (EXPENSE)	(80,000)	1,001,543	(3,478,542)	662,376
LOSS BEFORE INCOME TAXES	(5,648,709)	(5,946,356)	(34,631,239)	(10,609,672)
PROVISION FOR INCOME TAXES (BENEFIT)	0	0	0	0
NET LOSS	$ (5,648,709)	$ (5,946,356)	$ (34,631,239)	$ (10,609,672)
LOSS PER SHARE
Loss per share, basic and fully diluted	$ (0.14)	$ (0.17)	$ (0.90)	$ (0.34)
Weighted average number of common shares outstanding	39,944,087	34,060,556	38,678,939	31,054,813
Consulting Services [Member]
SALES
Total sales	$ 0	$ 0	$ 0	$ 75,000
Other Sales [Member]
SALES
Total sales	$ 0	$ 0	$ 0	$ 0

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Preferred Stock Series B [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Common Stock Subscribed [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020		$ 2,519	$ 8,954,985			$ (14,100,846)	$ (5,143,342)
Balance at beginning, shares at Dec. 31, 2020		25,178,840
Retroactive application of recapitalization	$ 1		(298,062)				(298,061)
Retroactive application of recapitalization, shares	8,000	1,589,400
Shares issued for cash		$ 244	2,436,256	471,000			2,907,500
Shares issued for cash, shares		2,436,500
Shares issued for services		$ 77	769,923				770,000
Shares issued for services, shares		770,000
Net income (loss)						(1,950,081)	(1,950,081)
Ending balance, value at Mar. 31, 2021	$ 1	$ 2,839	11,863,102	471,000		(16,050,927)	(3,713,987)
Balance at ending, shares at Mar. 31, 2021	8,000	29,974,740
Beginning balance, value at Dec. 31, 2020		$ 2,519	8,954,985			(14,100,846)	(5,143,342)
Balance at beginning, shares at Dec. 31, 2020		25,178,840
Net income (loss)							(10,609,672)
Ending balance, value at Sep. 30, 2021	$ 1	$ 3,317	23,902,975	1,377,000		(24,710,518)	572,774
Balance at ending, shares at Sep. 30, 2021	8,000	34,750,733
Beginning balance, value at Mar. 31, 2021	$ 1	$ 2,839	11,863,102	471,000		(16,050,927)	(3,713,987)
Balance at beginning, shares at Mar. 31, 2021	8,000	29,974,740
Shares issued for cash		$ 128	1,922,368	(388,500)			1,533,996
Shares issued for cash, shares		1,281,664
Shares issued for services		$ 69	1,034,931				1,035,000
Shares issued for services, shares		690,000
Warrants issued for services			676,892				676,892
Shares issued through conversion of debt		$ 69	1,040,931				1,041,000
Shares issued through conversion of debt, Shares		694,000
Net income (loss)						(2,713,235)	(2,713,235)
Ending balance, value at Jun. 30, 2021	$ 1	$ 3,106	16,538,223	82,500		(18,764,162)	(2,140,333)
Balance at ending, shares at Jun. 30, 2021	8,000	32,640,404
Shares issued for cash		$ 171	2,557,828	1,294,500			3,852,499
Shares issued for cash, shares		1,705,329
Shares issued for services		$ 41	607,460				607,501
Shares issued for services, shares		405,000
Warrants issued for services			2,301,879				2,301,879
Stock based compensation			1,897,585				1,897,585
Net income (loss)						(5,946,356)	(5,946,356)
Ending balance, value at Sep. 30, 2021	$ 1	$ 3,317	23,902,975	1,377,000		(24,710,518)	572,774
Balance at ending, shares at Sep. 30, 2021	8,000	34,750,733
Beginning balance, value at Dec. 31, 2021	$ 1	$ 3,550	30,144,374		(247,165)	(27,550,126)	2,350,634
Balance at beginning, shares at Dec. 31, 2021	8,000	37,082,864
Shares issued for cash		$ 42	1,265,958				1,266,000
Shares issued for cash, shares		421,999
Shares issued for services		$ 118	3,539,882				3,540,000
Shares issued for services, shares		1,180,000
Retirement of shares			(247,165)		247,165
Retirement of shares, shares		(328,800)
Warrants converted to shares		$ 7	107,493	2,500			110,000
Warrants converted to shares, shares		73,334
Warrants issued for services			10,841,695				10,841,695
Warrants issued for extinguishment of debt			3,408,559				3,408,559
Net income (loss)						(19,179,693)	(19,179,693)
Ending balance, value at Mar. 31, 2022	$ 1	$ 3,718	49,060,796	2,500		(46,729,821)	2,337,195
Balance at ending, shares at Mar. 31, 2022	8,000	38,429,397
Beginning balance, value at Dec. 31, 2021	$ 1	$ 3,550	30,144,374		(247,165)	(27,550,126)	2,350,634
Balance at beginning, shares at Dec. 31, 2021	8,000	37,082,864
Net income (loss)							(34,631,239)
Ending balance, value at Sep. 30, 2022	$ 1	$ 4,196	68,920,525			(62,181,367)	6,743,355
Balance at ending, shares at Sep. 30, 2022	8,000	43,207,163
Beginning balance, value at Mar. 31, 2022	$ 1	$ 3,718	49,060,796	2,500		(46,729,821)	2,337,195
Balance at beginning, shares at Mar. 31, 2022	8,000	38,429,397
Shares issued for cash		$ 23	685,462				685,485
Shares issued for cash, shares		228,500
Shares issued for services		$ 6	179,994				180,000
Shares issued for services, shares		60,000
Warrants converted to shares		$ 30	382,471				382,500
Warrants converted to shares, shares		295,000
Warrants issued for services			8,278,691				8,278,691
Net income (loss)						(9,802,837)	(9,802,837)
Ending balance, value at Jun. 30, 2022	$ 1	$ 3,776	58,587,414	2,500		(56,532,658)	2,061,034
Balance at ending, shares at Jun. 30, 2022	8,000	39,012,897
Shares issued for cash		$ 55	1,319,945				1,320,000
Shares issued for cash, shares		550,000
Shares issued for services		$ 30	899,970				900,000
Shares issued for services, shares		300,000
Warrants converted to shares		$ 334	4,757,990	(2,500)			4,755,824
Warrants converted to shares, shares		3,344,266
Warrants issued for services			3,355,206				3,355,206
Net income (loss)						(5,648,709)	(5,648,709)
Ending balance, value at Sep. 30, 2022	$ 1	$ 4,196	$ 68,920,525			$ (62,181,367)	$ 6,743,355
Balance at ending, shares at Sep. 30, 2022	8,000	43,207,163

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
OPERATING ACTIVITIES
Net income (loss)	$ (34,631,239)	$ (10,609,672)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities
Depreciation and amortization	751,038	1,214
Forgiveness of debt	0	(77,500)
Shares issued for non-employee services	4,620,000	2,412,500
Stock based compensation	0	1,897,585
Shares issued for conversion of debt	0	1,041,000
Warrants issued for services	22,475,592	2,978,771
Warrants issued for extinguishment of debt	3,408,559	0
Increase (decrease) in:
Accounts receivable	(8,075)	(4,516)
Right of use asset/liability	836	(988)
Accounts payable	193,780	(340,621)
Accrued expenses	161,050	(578,335)
Deferred revenue	0	(1,000,000)
NET CASH USED IN OPERATING ACTIVITIES	(3,028,459)	(4,280,561)
INVESTING ACTIVITIES
Purchase of license right	0	(4,804,167)
NET CASH USED IN INVESTING ACTIVITIES	0	(4,804,167)
FINANCING ACTIVITIES
Proceeds from notes payable	0	4,827,595
Repayment of notes payable	(300,000)	(527,905)
Repayment of notes payable, related parties	0	(604,000)
Cash paid for debt as part of merger/recapitalization	0	(298,061)
Shares issued for cash	3,271,485	6,916,994
Shares issued for cash for the conversion warrants	5,248,324	0
Cash received for stock subscription	0	1,377,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	8,219,809	11,691,623
NET INCREASE IN CASH	5,191,351	2,606,897
CASH AT BEGINNING OF PERIOD	2,179,558	202,965
CASH AT END OF PERIOD	7,370,909	2,809,861
SUPPLEMENTAL DISCLOSURES
Interest paid	0	0
Taxes paid (refunded)	$ 0	$ 0

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business – Coeptis Pharmaceuticals, LLC (LLC) was formed in July 12, 2017 as a Pennsylvania multi-member limited liability company. On December 1, 2018, the members of LLC contributed their interest to a newly formed corporation, Coeptis Pharmaceuticals, Inc (“Coeptis”). As of December 1, 2018, the LLC became a disregarded single-member limited liability company which is wholly owned by the newly formed corporation. On February 12, 2021, Vinings Holdings, Inc., a Delaware corporation (“Vinings”), merged (the “Merger”) with and into Coeptis Pharmaceuticals, Inc. On July 12, 2021, the company has legally changed its name from Vinings Holdings, Inc. to Coeptis Therapeutics, Inc. Coeptis was the surviving corporation of that Merger. As a result of the Merger, Vinings acquired the business of Coeptis and will continue the existing business operations of Coeptis as a wholly owned subsidiary. The Merger was treated as a recapitalization of the Company for financial accounting purposes. The historical financial statements of Vinings before the Merger were replaced with the historical financial statements of Coeptis before the Merger in all future filings with the Securities and Exchange Commission (the “SEC”).

The Company is located in Wexford, PA, and engages primarily in the acquisition, development, and commercialization of pharmaceutical products.

Merger - On April 18, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BH Merger Sub, Inc., (“Merger Sub”) a Delaware corporation and wholly-owned subsidiary of Bull Horn Holdings Corp., a company incorporated in the British Virgin Islands (together with its successors, including after giving effect to the Domestication as described below, “Bull Horn” or the “Purchaser”).

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing (as defined below), Bull Horn will re-domicile from the British Virgin Islands to the State of Delaware through a statutory re-domestication (the “Domestication”), and (ii) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Coeptis (the “Merger” and, together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Transactions”), with Coeptis continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Bull Horn (after the Domestication).

Prior to the Merger, all outstanding shares of Coeptis preferred stock will convert or exchange their shares of preferred stock for shares of Coeptis common stock at the applicable ratio in Coeptis organizational documents (the “Preferred Stock Exchange”).

In the Merger, (i) all shares of Coeptis common stock issued and outstanding immediately prior to the effective time of the Merger (other than those properly exercising any applicable dissenters rights under Delaware law), but after giving effect to the Preferred Stock Exchange, will be converted into the right to receive a portion of the Merger Consideration (as defined below), (ii) certain issued and outstanding warrants to acquire shares of Coeptis stock (the “Specified Warrants”) will be assumed by Bull Horn and converted into a warrant for shares of Bull Horn common stock with its price and number of shares equitably adjusted based on the conversion of the shares of Coeptis common stock into the Merger Consideration (each, an “Assumed Warrant”), (iii) certain outstanding convertible debt of Coeptis (the “Coeptis Convertible Debt”) will be assumed by Bull Horn and be convertible into common stock of Bull Horn (the “Assumed Convertible Debt”) and (iv) any other outstanding securities with the right to convert into or acquire equity securities of Coeptis or its subsidiaries will be terminated. At the Closing, Bull Horn will change its name to “Coeptis Therapeutics Holdings, Inc.”.

The aggregate Merger consideration received by Coeptis security holders from Bull Horn at the Closing will have an aggregate value equal to (the “Merger Consideration”) (i) $175,000,000, minus (or plus if positive), (ii) the amount of Coeptis’ outstanding indebtedness as of immediately prior to the Closing (excluding Permitted Debt, as described below), net of its cash as of immediately prior to the Closing, minus (iii) the amount of Coeptis’ outstanding unpaid transaction expenses and transaction bonuses as of the Closing. The Merger Consideration will be payable, (a) in the case of Coeptis stockholders, solely in new shares of Bull Horn common stock, with each share of Bull Horn common stock valued at the price per share (the “Redemption Price”) at which each Bull Horn share of common stock is redeemed or converted pursuant to the redemption by Bull Horn of its public shareholders in connection with Bull Horn’s initial business combination, as required by its amended and restated memorandum and articles of association and Bull Horn’s initial public offering prospectus (the “Closing Redemption”), and (b) with respect to the holders of the Specified Warrants, by the assumption of such warrants by Bull Horn as Assumed Warrants. The Merger Consideration deliverable to Coeptis stockholders will be allocated pro rata after giving effect to the Preferred Stock Exchange and deducting the value attributable to the Assumed Warrants as if the Specified Warrants that become Assumed Warrants were exercised on a net exercise basis as of immediately prior to the Closing.

The Coeptis Convertible Debt, along with (i) certain other outstanding indebtedness of Coeptis as of the date of the Merger Agreement (which together with the Coeptis Convertible Debt, has aggregate outstanding obligations of approximately $3.9 million as of the date of the Merger Agreement), and (ii) certain other indebtedness that Coeptis is permitted to incur between the signing of the Merger Agreement and the Closing, will not affect the Merger Consideration payable to Coeptis security holders (the Coeptis Convertible Debt and such other indebtedness, “Permitted Debt”).

Basis of Presentation - The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America for complete financial statements. In the opinion of the Company’s management, any adjustments contained in the accompanying unaudited consolidated financial statements are of a normal recurring nature, and are necessary to fairly present the financial position of the Company as of September 30, 2022, along with its results of operations for the three and nine-month periods ended September 30, 2022 and 2021 and cash flows for the nine-month periods ended September 30, 2022 and 2021. Interim financial statements are prepared on a basis consistent with the Company’s annual financial statements and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Results of operations for the nine-month period ended September 30, 2022, are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2022.

Principles of Consolidation – The accompanying unaudited consolidated financial statements include the accounts of Coeptis Therapeutics Inc., Coeptis Pharmaceuticals, Inc. and its wholly-owned subsidiary, Coeptis Pharmaceuticals, LLC. All material intercompany accounts, balances and transactions have been eliminated.

Risks and Uncertainties - In late 2019, an outbreak of a novel strain of the Coronavirus 2019 Disease (COVID-19) was identified and infections have been found in a number of countries around the world, including the United States. COVID-19 and its impact on trade including customer demand, travel, employee productivity, supply chain, and other economic activities has had, and may continue to have, a potentially significant effect on financial markets and business activity. The extent of the impact of COVID-19 on the Company’s operational and financial performance is currently uncertain and cannot be predicted.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

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-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2022. There have been no material changes to the significant accounting policies during the nine-month period ended September 30, 2022, except for items mentioned below.

Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company believes that the estimates, judgments and assumptions upon which it relies are reasonable based upon information available at the time that these estimates, judgments and assumptions are made. Actual results could differ from those estimates. The Company’s accounting estimates include the useful lives of long-lived assets and recoverability of those assets, and valuation allowance of deferred tax assets.

Adoption of New Accounting Pronouncements - The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and management does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Going Concern - The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of American (GAAP), which contemplate continuation of the Company as a going concern, which is dependent upon the Company’s ability to obtain sufficient financials or establish itself as a profitable business. As of the quarter ended September 30, 2022, the Company had accumulated deficit of $62,181,367. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with respect to operations include raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that additional financing as necessary will result in improved operations and cash flow. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations.

LICENSE RIGHT

9 Months Ended

Sep. 30, 2022

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 met and paid as of September 30, 2022.

In September of 2021, the Company executed a license termination agreement with the foreign entity to cease all efforts for sales and promotion of the product in the United States and Puerto Rico. The termination included (i) issuance of $1,500,000 of convertible debt due in 2023 to satisfy amounts owed for the license, (ii) the issue of warrants (See NOTE 5) and (iii) transfer of inventory ownership back to the foreign entity. In conjunction with this termination, the Company also terminated its marketing agreement with a third party for the Product’s sales and promotion.

During the year ended December 31, 2021, the Company and VyGen-Bio, Inc. (“Vy-Gen”) entered into agreements to jointly develop and commercialize two Vy-Gen product candidates, CD38-GEAR-NK and CD38-Diagnostic (the “CD38 Assets”). The Company paid $1,750,000 and issued promissory notes totaling $3,250,000 to Vy-Gen in accordance with the agreements. The collaboration arrangement provides the right for the Company to participate, under the direction of a joint steering committee, in the development and commercialization of the CD38 Assets and a 50/50 profit share, with the profit share subject to contingent automatic downward adjustment up to 25% upon an event of default in connection with the promissory notes. The Company capitalized $5,000,000 to be amortized over a five-year period in which the CD38 Assets are expected to contribute to future cash flows. In March of 2022, a $250,000 payment was made toward the promissory notes. As of September 30, 2022, the balance due under the two promissory notes totaled $1,500,000, with a maturity date of November 15, 2022. The Company is in compliance with the option agreement as of September 30, 2022.

The Company made certain judgements as the basis in determining the accounting treatment of these options. The CD38 Assets represent a platform technology and a diagnostic tool which have multiple applications and uses. Both projects are intended to be used in more than one therapy or diagnostic option. For example, GEAR-NK is a technology which allows for the gene editing of human natural killer cells, so that these cells can no longer bind and be destroyed by targeted monoclonal antibody treatments. The GEAR-NK technology can be modified to work concomitantly with many different monoclonal antibody treatments in which there are currently over 100 approved by the FDA. Anti-CD38 is only the first class of monoclonal antibody treatments being developed under the GEAR-NK platform. Therefore, the pursuit of FDA approval for the use of CD38 assets for at least one indication or medical device approval is at least reasonably expected. Further, as the diagnostic asset may be used as an in vitro technology, it could be classified as a medical device, and therefore toxicity studies would not be a contingency to be resolved before reasonably establishing future value assumptions. In addition, there is perceived value in the CD38 assets, based on publicly disclosed current business deals in cell therapies, the developing market for these innovative technologies, and current interest from third parties in these technologies. The Company may sell or license its right to another party, with the written consent of VyGen Bio, which cannot be unreasonably withheld. Furthermore, the Company believes that any negative results from ongoing development of a single therapy or use, would not result in abandoning the project. Given these considerations, The Company has determined that these options have alternative future use and should be recorded as assets pursuant to ASC 730-10-25-2.

Related to the joint development, Coeptis, under the direction of the joint steering committee, is assessing market opportunities, intellectual property protection, and potential regulatory strategies for the CD38 Assets. VyGen Bio is responsible for development activities conducted and overseen by the scientists at Karolinska Institute. The agreement does not currently require additional payments for R&D costs by Coeptis and no additional payments are required upon development or regulatory milestones.

DEBT

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

DEBT

NOTE 4 – 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. On April 14, 2022 the company entered into a Debt modification agreement with the note holder, extending the maturity to July 31, 2022. The extension was executed in exchange for consideration of warrants exchangeable for 400,000 shares of common stock at a price of $1.50 per share issued to the debt holders on January 28, 2022. See Note 5 for details of warrants. As of September 30, 2022, the balance of the note was $500,000 and the Company is in default of the agreement. i

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. This debt was converted to equity in June 2021. The balance of the note was $0 and $0 as of September 30, 2022 and 2021, respectively.

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. This debt was converted to equity in June 2021. The balance of the note is $0 and $0 as of as of September 30, 2022 and 2021, respectively.

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. This debt was converted to equity in June 2021. The balance of the note was $0 and $333,000 as of September 30, 2022 and 2021, respectively.

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. On April 14, 2022 the company entered into a Debt modification agreement with the note holder, extending the maturity to July 31, 2022. The extension was executed in exchange for consideration of warrants exchangeable for 250,000 shares of common stock at a price of $1.50 per share issued to the debt holders on January 28, 2022. See Note 5 for details of warrants. The balance of the note is $117,000 at September 30, 2022. The Company is in default of the debt agreement as of September 30, 2022.

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 note was converted to equity in June 2021. The balance was $0 as of September 30, 2022, and 2021, respectively.

In September 2021, as part of a termination of license agreement with Purple BioTech, the Company issued a convertible note in the principal amount of $1,500,000 that is payable on or before February 2023, bearing interest of 5% per annum and convertible in whole or in part at any time by Purple BioTech into shares of Coeptis’ common stock. The conversion price is $5 per share of common stock, subject to certain adjustments under such terms and conditions as agreed between the parties. Coeptis may prepay the principal amount of the Note plus accrued and unpaid interest at any time, prior to the Maturity Date. Inventory, which has been fully written-off on the Company’s balance sheet, will be transferred back to Purple at Purple’s cost. The Company is in compliance with the debt agreement as of September 30, 2022.

Loans under the CARES Act -- On May 6, 2020, the Company received loan proceeds in the amount of approximately $77,500 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. In February 2021, an additional $77,595 was received by the Company under the second round of PPP (“PPP2”). The Company has used the proceeds for purposes consistent with its intended use. Both the PPP and the PPP2 loans were forgiven in full, along with accrued interest, during 2021. The balance of the notes was $0 and $77,595 as of September 30, 2022 and 2021, respectively.

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 in the amount of $731. Installment payments have been deferred by the SBA until January 2023. 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 September 30, 2022 and 2021.

Maturities of long-term debt are as follows for the years ended December 31,


2022	$	–
2023		–
2024		–
2025		–
2026		–
2027		1,420
Thereafter		148,580
Total long-term debt	$	150,000

CAPITAL STRUCTURE

9 Months Ended

Sep. 30, 2022

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 $0.0001 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 - As of September 30, 2022 the Company had 43,207,163 shares of its common stock issued and outstanding, and on September 30, 2021 the Company had 34,750,733 shares of its common stock issued and outstanding. All references to the common shares outstanding have been retroactively adjusted to reflect the stock splits unless stated otherwise.

In 2022 and 2021, 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 quarter ended September 30, 2022 and 2021 was $1,319,945 and $2,557,828, respectively. Contributed capital recognized as additional paid in capital during the nine-month periods ended September 30, 2022 and 2021 was $3,271,365 and $6,916,452. During the three and nine-month periods ended September 30, 2022 and 2021, there were $0 in capital distributions.

Treasury Stock – As part of the Merger in February of 2021, the Company repurchased 328,800 shares of its common stock previously held by Vinings’ shareholders. The stock was recorded at the cost paid for it, of $247,165 and held as Treasury stock for the duration of 2021. Subsequent to year end, the Company retired the 328,800 shares of Treasury Stock, as of February 18, 2022.

Series A Preferred Stock - As of April 30, 2019, the Series A Preferred Stock had been canceled, and no shares remain outstanding. The rights and privileges of future issuances of the Series A Preferred stock will be determined at such time if and when they are issued. As of the balance sheet dates presented, there were 0 shares of Series A Preferred outstanding.

Series B Convertible Preferred Stock - The Company designated 2,000,000 shares of Series B Convertible Preferred Stock with a par value of $0.0001 per share. Initially, there will be no dividends due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

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 December 31, 2021. The Company has evaluated the Series B Preferred Stock in accordance with FASB ASC Subtopic 470-20-40 and has determined that there is no beneficial conversion feature that must be accounted for as of December 31, 2021.

As of September 30, 2022 and December 31, 2021, there were 8,000 shares of Series B Preferred outstanding.

Common Stock Warrants – On November 23, 2020, the Company issued a class A and a class B warrant to Coral Investment Partners, LP (“CIP”), with each warrant granting CIP the right to purchase 500,000 shares of common stock at a price of $2 for Class A or $5 for Class B. The warrants expire on November 30, 2023. The warrants also contain a cashless exercise provision and contained anti-dilution provisions. In October 2021, the Company was notified by the warrant holder that they intend to exercise its right to purchase shares of the Company under these warrants. However, the required cash payment has not been received, and as of September 30, 2022, all warrants remain outstanding.

Warrant Holder 1 - On May 28, 2021, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 500,000 shares of common stock at a price of $1 per share, 500,000 shares at $2 per share, and 500,000 shares at $5 per share. The warrants expire on June 1, 2026. As part of the call, 2,500 warrants at $1 per share were exercised on July 28, 2022. As of September 30, 2022, there are 1,497,500 warrants outstanding.

Warrant Holder 2 - On July 30, 2021, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 200,000 shares of common stock at a price of $1 per share, 100,000 shares at $2 per share, and 100,000 shares at $5 per share. The warrants expire on July 26, 2026. As part of the call, 5,000 warrants at $1 per share were exercised on March 1, 2022, and 195,000 warrants at $1 per share and 75,000 warrants at $2 per share were exercised on June 27, 2022. 25,000 warrants at $2 per share expired on September 13, 2022 as a result of the call. As of September 30, 2022, there are 100,000 warrants outstanding.

On September 22, 2021, the Company issued a warrant in conjunction with the termination of the license right (see Note 3) with Purple Biotech, granting Purple Biotech the right to purchase 300,000 shares of common stock at $5 per share, subject to certain adjustments. During 2021, the Company recorded $1,897,585 as general and administrative expense in condensed consolidated statement of operations upon immediate vesting of the Warrant. The warrant was valued using the Black-Scholes option pricing model using the following assumptions: 1) exercise price of $5.00 per share, 2) fair value of $6.50 per share, 3) discount rate of 0.48%, 3) dividend rate of 0%, and 4) a term of 3 years. As of September 30, 2022, all warrants remain outstanding.

Warrant Holder 3 – On December 20, 2021, the Company issued a warrant to a third party in exchange for services to be provided, granting the warrant holder the right to purchase 600,000 shares of common stock at a price of $1 per share. The warrants expire on December 20, 2026. As part of the call, 300,000 of the warrants were transferred to Warrant Holder 4, and 175,000 of the warrants were transferred to Warrant Holder 5. The remaining 115,000 warrants at $1 per share were exercised on August 19, 2022, and 10,000 warrants at $1 per share expired on September 13, 2022 as a result of the call. As of September 30, 2022, there are no warrants outstanding.

Warrant Holder 4 – On July 13, 2022, Warrant Holder 3 transferred 300,000 warrants to Warrant Holder 4 with the same terms. As part of a call, 300,000 warrants at $1 per share were exercised on August 19, 2022. As of September 30, 2022, there are no warrants outstanding.

Warrant Holder 5 – On September 6, 2022, Warrant Holder 3 transferred 175,000 warrants to Warrant Holder 5 with the same terms, and on Warrant Holder 9 transferred 200,000 to Warrant Holder 5 with the same terms. As of September 30, 2022, all warrants remain outstanding.

Warrant Holder 6 – On January 28, 2022, the Company issued a warrant to a third party in exchange for contemplation of a debt extension, granting the warrant holder the right to purchase 250,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. The warrants were expensed immediately as a loss on extinguishment of debt. As of September 30, 2022, all warrants remain outstanding. Subsequently, on April 14, 2022, an agreement was executed with the debt holder extending the maturity of the debt to July 31, 2022 in recognition of the warrants issued on January 28, 2022. This amendment was treated as a debt modification.

Warrant Holder 7 - On January 28, 2022, the Company issued a warrant to a third party in exchange for contemplation of a debt extension, granting the warrant holder the right to purchase 400,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. The warrants expire on January 31, 2024. The warrants were expensed immediately as a loss on extinguishment of debt. As of September 30, 2022, all warrants remain outstanding. Subsequently, on April 14, 2022, an agreement was executed with the debt holder extending the maturity of the debt to July 31, 2022 in recognition of the warrants issued on January 28, 2022. This amendment was treated as a debt modification.

Warrant Holder 8 – On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 775,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call, 775,000 warrants at $1.50 per share were exercised on September 14, 2022. As of September 30, 2022, there are no warrants outstanding.

Warrant Holder 9 - On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 200,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call, all 200,000 warrants at $1.50 per share were transferred to Warrant Holder 5. As of September 30, 2022, there are no warrants outstanding.

Warrant Holder 10 - On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 350,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call, 53,334 warrants at $1.50 per share were exercised on March 1, 2022, 50,000 warrants at $1.50 per share were exercised on August 19, 2022 and 246,666 warrants at $1.50 per share were exercised on September 14, 2022. As of September 30, 2022, there are no warrants outstanding.

Warrant Holder 11 - On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 150,000 shares of common stock at a price of $1 per share and 150,000 shares at $2 per share. The warrants expire on January 31, 2024. On April 14, 2022, the Company issued an additional warrant in exchange for professional services, granting the warrant holder the right to purchase an additional 170,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As of September 30, 2022, all warrants remain outstanding.

Warrant Holder 12 - On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 1,018,050 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call, 100,000 warrants at $1.50 per share were exercised on August 19, 2022, and 918,050 warrants at $1.50 per share were exercised on September 14, 2022. As of September 30, 2022, there are no warrants outstanding.

Warrant Holder 13 - On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 225,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call, 15,000 warrants at $1.50 per share were exercised on March 1, 2022, and 210,000 warrants at $1.50 per share were exercised on September 14, 2022. As of September 30, 2022, there are no warrants outstanding.

Warrant Holder 14 - On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 100,000 shares of common stock at a price of $1 per share. The warrants expire on January 31, 2024. As part of the call, 100,000 warrants at $1 per share were exercised on August 19, 2022. As of September 30, 2022, there are no warrants outstanding.

Warrant Holder 15 - On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 100,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call, 100,000 warrants at $1.50 per share were exercised on September 14, 2022. As of September 30, 2022, there are no warrants outstanding.

Warrant Holder 16 - On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 100,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call, 25,000 warrants at $1.50 per share were exercised on June 27, 2022, and 75,000 warrants at $1.50 per share were exercised on September 14, 2022. As of September 30, 2022, there are no warrants outstanding.

Warrant Holder 17 - On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 52,050 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call, 52,050 warrants at $1.50 per share were exercised on September 14, 2022. As of September 30, 2022, there are no warrants outstanding.

Warrant Holder 18 - On March 30, 2022, the Company issued a warrant to a third party in conjunction with an investment, granting the warrant holder the right to purchase 250,000 shares of common stock at a price of $3 per share. The warrants expire on March 30, 2024. As of September 30, 2022, all warrants remain outstanding.

Warrant Holder 19 - On March 30, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 300,000 shares of common stock at a price of $1.50 per share. The warrants expire on April 1, 2027. As part of the call, 300,000 warrants at $1.50 per share were exercised on September 14, 2022. As of September 30, 2022, there are no warrants outstanding.

The warrants issued since May 28, 2021 and as of September 30, 2022 were valued using the Black-Scholes option pricing model using the following assumptions: 1) exercise price ranging from $1.00 to $5.00 per share, 2) fair value ranging from $4.80 to $6.00 per share, 3) discount rate ranging from 1.15% to 2.31%, 3) dividend rate of 0%, and 4) a term ranging from 2 to 5 years.

On April 19, 2022, Coeptis initiated a forced warrant conversation (the call) for certain warrants and on April 20, 2022, for additional warrants. The original expiration for the warrant conversions was set as May 19, 2022, and May 20, 2022. The expiration date was extended and moved to June 30, 2022. A second extension moved the expiration to July 15, 2022, and the third extension moved the expiration date for the warrant conversions to August 1, 2022. The final extension was extended and moved to September 13, 2022. Warrants part of the call that were not exercised by this date expired.

Schedule of warrants outstanding
Warrant contract	# Shares		$1.00		$1.50	$2.00		$3.00	$5.00
Coral Investment Partners Warrants	1,000,000					500,000			500,000

Warrant Holder 1	1,500,000		500,000		–	500,000		–	500,000
July 28,2022	(2,500	)	(2,500	)	–	–		–	–
	1,497,500		497,500		–	500,000		–	500,000

Warrant Holder 2	400,000		200,000		–	100,000		–	100,000
March 1, 2022	(5,000	)	(5,000	)	–	–		–	–
June 27, 2022	(45,000	)	(45,000	)	–	–		–	–
June 27, 2022	(225,000	)	(150,000	)	–	(75,000	)	–	–
Expired - September 13, 2022	(25,000	)	–		–	(25,000	)	–	–
	100,000		–		–	–		–	100,000

Purple BioTech	300,000		–		–	–		–	300,000

Warrant Holder 3	600,000		600,000		–	–		–	–
Transfer to Warrant Holder 4	(300,000	)	(300,000	)	–	–		–	–
Transfer to Warrant Holder 5	(175,000	)	(175,000	)	–	–		–	–
August 19, 2022	(115,000	)	(115,000	)	–	–		–	–
Expired - September 13, 2022	(10,000	)	(10,000	)	–	–		–	–
	–		–

Warrant Holder 4
Transfer from Warrant Holder 3	300,000		300,000		–	–		–	–
August 19, 2022	(300,000	)	(300,000	)	–	–		–	–
	–		–		–	–		–	–

Warrant Holder 5
Transfer from Warrant Holder 3	175,000		175,000		–	–		–	–
Transfer from Warrant Holder 9	200,000		–		200,000	–		–	–
	375,000		175,000		200,000	–		–	–

Warrant contract

# Shares

$1.00

$1.50

$2.00

$3.00

$5.00

Warrant Holder 6

250,000

–

250,000

–

Warrant Holder 7

400,000

–

400,000

–

Warrant Holder 8

775,000

–

775,000

–

September 14, 2022

(775,000

)

–

(775,000

)

–

Warrant Holder 9

200,000

–

200,000

–

Transfer to Warrant Holder 5

(200,000

)

–

(200,000

)

–

Warrant Holder 10

350,000

–

350,000

–

March 1, 2022

(53,334

)

–

(53,334

)

–

August 19, 2022

(50,000

)

–

(50,000

)

–

September 14, 2022

(246,666

)

–

(246,666

)

–

Warrant Holder 11

300,000

150,000

–

150,000

–

April 14, 2022

170,000

–

170,000

–

470,000

150,000

170,000

150,000

–

Warrant Holder 12

1,018,050

–

1,018,050

–

August 19, 2022

(100,000

)

–

(100,000

)

–

September 14, 2022

(918,050

)

–

(918,050

)

–

Warrant Holder 13

225,000

–

225,000

–

March 1, 2022

(15,000

)

–

(15,000

)

–

September 14, 2022

(210,000

)

–

(210,000

)

–

Warrant Holder 14

100,000

–

August 19, 2022

(100,000

)

(100,000

)

–

Warrant Holder 15

100,000

–

100,000

–

September 14, 2022

(100,000

)

–

(100,000

)

–

Warrant Holder 16

100,000

–

100,000

–

June 27, 2022

(25,000

)

–

(25,000

)

–

September 14, 2022

(75,000

)

–

(75,000

)

–

Warrant contract

# Shares

$1.00

$1.50

$2.00

$3.00

$5.00

Warrant Holder 17

52,050

–

52,050

–

September 14, 2022

(52,050

)

–

(52,050

)

–

Warrant Holder 18

250,000

–

250,000

–

Warrant Holder 19

300,000

–

300,000

–

September 14, 2022

(300,000

)

–

(300,000

)

–

Total warrants outstanding for purchase of shares:

4,642,500

822,500

1,020,000

1,150,000

250,000

1,400,000

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 14
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Leases - The Company leases office space under an operating lease commencing December 1, 2017 through November 30, 2019 and a first lease extensions commending December 1, 2019 through May 31, 2020. The second lease extension extends the lease for twenty-four months, beginning on June 1, 2020 and ending on May 31, 2022. The third lease extension extends the lease for twenty-four months, beginning on June 1, 2022 and ending on May 31, 2024. The monthly rent is $3,750. On January 1, 2019, the Company adopted ASC Topic 842, Leases, requiring this lease to be recorded as an asset and corresponding liability on its consolidated balance sheet. The Company records rent expense associated with this lease on the straight-line basis in conjunction with the terms of the underlying lease. During both the quarter ended September 30, 2022 and 2021, rents paid totaled $11,250, and for both of the nine-month periods ended September 30, 2022 and 2021, rents paid totaled $33,750.

Future minimum rental payments required under the lease are as follows:

Future minimum rental payments
2022 (remaining)	$	11,250
2023		45,000
2024		14,999
Total minimum lease payments:		71,249
Less amount representing interest		(5,074	)
Present value of minimum lease payments:	$	66,175

As of September 30, 2022, the company had recorded a right of use asset of $68,541, and current and non-current lease liabilities of $9,834 and $56,341, respectively.

Legal Matters – The company is currently not a defendant in any litigation or threatened litigation that could have a material effect on the company’s financial statements.

Royalty Obligations - In connection with the product licensing agreement discussed in Note 3, the Company owed a minimum royalty payment of $1,000,000 following the first year of product sales. A minimum royalty amount was also due in subsequent years. This agreement was terminated and settled in September 2021. As of September 30, 2022 and 2021, liabilities of $0 and $0, respectively, were recorded to reflect the minimum future royalty payments.

Royalty Advances - In the year ended December 31, 2020, the Company received royalty advances on future product sales from its pharmaceutical marketing partner. These cumulative advances were recorded as deferred revenue of $1,000,000 at June 30, 2021. In August 2021, the Company terminated its agreement with its marketing partner. As part of the termination settlement, the payments made to Coeptis as advance of royalty payments on product sales were deemed forfeited by the marketing partner, and to remain as payments to Coeptis for the licensing rights. As such, advances totaling $1,000,000 were recognized as licensing income in Other Income for the year ended December 31, 2021. There were no royalty advances in the three- and nine-month periods ended September 30, 2022 and 2021.

Potential Asset Acquisition — On April 6, 2022, the Company entered into a strategic agreement with Statera Biopharma, Inc.(“Statera”) (Nasdaq: STAB) giving Coeptis the exclusive right to negotiate a definitive agreement related to the acquisition by Coeptis of Statera’s toll-like receptor 5 (TLR5) agonist platform, including entolimod, a clinical-stage product currently being developed as a treatment for acute radiation syndrome. In August 2022 the Company and Statera mutually agreed to terminate the strategic agreement.

University of Pittsburgh Option Agreement - On April 29, 2022, Coeptis entered into an exclusive option agreement with University of Pittsburgh for rights to three chimeric antigen receptor T cell (CAR-T) technologies that offer the potential to address a range of hematologic and solid tumors. Among the initial cancer indications under development are pre-clinical programs targeting breast cancer and ovarian cancer. The exclusive option agreement involves the intellectual property rights to three technologies jointly developed in the laboratories of Jason Lohmueller, Ph.D., Assistant Professor of Immunology; Alexander Deiters, Ph.D., Professor of Chemistry; and Olivera Finn, Ph.D., Professor of Immunology: 1) mSA2 affinity-enhanced biotin-binding CAR, 2) universal self-labeling SynNotch and CARs for programable antigen-targeting, and 3) conditional control of universal CAR-T cells through stimulus-reactive adaptors. Per the option agreement, Coeptis paid the University of Pittsburgh a non-refundable fee of $5,000 for the exclusive option to license the patent rights to each of the three technologies. Coeptis has until October 29, 2022, to exercise the options and pay the specified exercise considerations. The option agreement may be extended an additional six months, subject to the agreement of both parties.

CAR T License - On August 31, 2022, Coeptis entered into an exclusive license agreement with the University of Pittsburgh for certain intellectual property rights related to the universal self-labeling SynNotch and CARs for programable antigen-targeting technology platform. Coeptis paid the University of Pittsburgh a non-refundable fee in the amount of $75,000 for the exclusive patent rights to the licensed technology. Under the terms of the agreement, Coeptis has been assigned the worldwide development and commercialization rights to the licensed technology in the field of human treatment of cancer with antibody or antibody fragments using SNAP-CAR T cell technology, along with (i) an intellectual property portfolio consisting of issued and pending patents and (ii) options regarding future add-on technologies and developments. In consideration of these rights, Coeptis paid an initial license fee of $75,000, and will have annual maintenance fees ranging between $15,000 and $25,000, as well as developmental milestone payments (as defined in the agreement and royalties equal to 3.5% of net sales. Additionally, the agreement contemplates that we will enter into a Sponsored Research Agreement with the University of Pittsburgh within ninety days of the execution of the agreement, with the goal of further researching and optimizing the SNAP-CAR platform.

401(k) PROFIT-SHARING PLAN

9 Months Ended

Sep. 30, 2022

Retirement Benefits [Abstract]

401(k) PROFIT-SHARING PLAN

NOTE 7 – 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 nine months ended September 30, 2022 and 2021, no employer contributions were made.

INCOME TAXES

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 8 – INCOME TAXES

For the nine months ended September 30, 2022 and 2021, 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.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
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-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

On October 6, 2022, Coeptis entered into an annual service agreement with ACF Equity Research Ltd. to provide independent equity valuation research.

On October 26, 2022, the Company held a special meeting of its stockholders in connection with its previously announced business combination with Bull Horn Holdings Corp. (“Bull Horn”) pursuant to that certain Agreement and Plan of Merger, dated as of April 18, 2022 (the “Merger Agreement”). There were sufficient votes to approve the merger and business combination. On October 28, 2022, the Company completed the merger and business combination with Bull Horn Holdings Corp.. In connection with the business combination, the combined company was renamed “Coeptis Therapeutics Holdings, Inc.” and its public shares and warrants commenced trading on the Nasdaq Global Market under the ticker symbols “COEP” and “COEPW,” respectively, on October 31, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company believes that the estimates, judgments and assumptions upon which it relies are reasonable based upon information available at the time that these estimates, judgments and assumptions are made. Actual results could differ from those estimates. The Company’s accounting estimates include the useful lives of long-lived assets and recoverability of those assets, and valuation allowance of deferred tax assets.
Adoption of New Accounting Pronouncements	Adoption of New Accounting Pronouncements - The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and management does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Going Concern	Going Concern - The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of American (GAAP), which contemplate continuation of the Company as a going concern, which is dependent upon the Company’s ability to obtain sufficient financials or establish itself as a profitable business. As of the quarter ended September 30, 2022, the Company had accumulated deficit of $62,181,367. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with respect to operations include raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that additional financing as necessary will result in improved operations and cash flow. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations.

DEBT (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of maturities for long-term debt


2022	$	–
2023		–
2024		–
2025		–
2026		–
2027		1,420
Thereafter		148,580
Total long-term debt	$	150,000

CAPITAL STRUCTURE (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule of warrants outstanding

Schedule of warrants outstanding
Warrant contract	# Shares		$1.00		$1.50	$2.00		$3.00	$5.00
Coral Investment Partners Warrants	1,000,000					500,000			500,000

Warrant Holder 1	1,500,000		500,000		–	500,000		–	500,000
July 28,2022	(2,500	)	(2,500	)	–	–		–	–
	1,497,500		497,500		–	500,000		–	500,000

Warrant Holder 2	400,000		200,000		–	100,000		–	100,000
March 1, 2022	(5,000	)	(5,000	)	–	–		–	–
June 27, 2022	(45,000	)	(45,000	)	–	–		–	–
June 27, 2022	(225,000	)	(150,000	)	–	(75,000	)	–	–
Expired - September 13, 2022	(25,000	)	–		–	(25,000	)	–	–
	100,000		–		–	–		–	100,000

Purple BioTech	300,000		–		–	–		–	300,000

Warrant Holder 3	600,000		600,000		–	–		–	–
Transfer to Warrant Holder 4	(300,000	)	(300,000	)	–	–		–	–
Transfer to Warrant Holder 5	(175,000	)	(175,000	)	–	–		–	–
August 19, 2022	(115,000	)	(115,000	)	–	–		–	–
Expired - September 13, 2022	(10,000	)	(10,000	)	–	–		–	–
	–		–

Warrant Holder 4
Transfer from Warrant Holder 3	300,000		300,000		–	–		–	–
August 19, 2022	(300,000	)	(300,000	)	–	–		–	–
	–		–		–	–		–	–

Warrant Holder 5
Transfer from Warrant Holder 3	175,000		175,000		–	–		–	–
Transfer from Warrant Holder 9	200,000		–		200,000	–		–	–
	375,000		175,000		200,000	–		–	–

Warrant contract

# Shares

$1.00

$1.50

$2.00

$3.00

$5.00

Warrant Holder 6

250,000

–

250,000

–

Warrant Holder 7

400,000

–

400,000

–

Warrant Holder 8

775,000

–

775,000

–

September 14, 2022

(775,000

)

–

(775,000

)

–

Warrant Holder 9

200,000

–

200,000

–

Transfer to Warrant Holder 5

(200,000

)

–

(200,000

)

–

Warrant Holder 10

350,000

–

350,000

–

March 1, 2022

(53,334

)

–

(53,334

)

–

August 19, 2022

(50,000

)

–

(50,000

)

–

September 14, 2022

(246,666

)

–

(246,666

)

–

Warrant Holder 11

300,000

150,000

–

150,000

–

April 14, 2022

170,000

–

170,000

–

470,000

150,000

170,000

150,000

–

Warrant Holder 12

1,018,050

–

1,018,050

–

August 19, 2022

(100,000

)

–

(100,000

)

–

September 14, 2022

(918,050

)

–

(918,050

)

–

Warrant Holder 13

225,000

–

225,000

–

March 1, 2022

(15,000

)

–

(15,000

)

–

September 14, 2022

(210,000

)

–

(210,000

)

–

Warrant Holder 14

100,000

–

August 19, 2022

(100,000

)

(100,000

)

–

Warrant Holder 15

100,000

–

100,000

–

September 14, 2022

(100,000

)

–

(100,000

)

–

Warrant Holder 16

100,000

–

100,000

–

June 27, 2022

(25,000

)

–

(25,000

)

–

September 14, 2022

(75,000

)

–

(75,000

)

–

Warrant contract

# Shares

$1.00

$1.50

$2.00

$3.00

$5.00

Warrant Holder 17

52,050

–

52,050

–

September 14, 2022

(52,050

)

–

(52,050

)

–

Warrant Holder 18

250,000

–

250,000

–

Warrant Holder 19

300,000

–

300,000

–

September 14, 2022

(300,000

)

–

(300,000

)

–

Total warrants outstanding for purchase of shares:

4,642,500

822,500

1,020,000

1,150,000

250,000

1,400,000

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Future minimum rental payments

Future minimum rental payments
2022 (remaining)	$	11,250
2023		45,000
2024		14,999
Total minimum lease payments:		71,249
Less amount representing interest		(5,074	)
Present value of minimum lease payments:	$	66,175

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative)	9 Months Ended
	Sep. 30, 2022 USD ($)
Accounting Policies [Abstract]
Consideration received	$ 175,000,000
Convertible debt	$ 3,900,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Retained Earnings (Accumulated Deficit)	$ 62,181,367	$ 27,550,126

LICENSE RIGHT (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended		12 Months Ended
LICENSE RIGHT (Details Narrative) - USD ($)	Mar. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Issuance of convertible debt		$ 3,900,000
Repayments of Notes Payable	$ 250,000	300,000	$ 527,905
CD38 Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Notes Issued				$ 3,250,000
Notes Payable, Noncurrent		$ 1,500,000
Debt Instrument, Maturity Date		Nov. 15, 2022
CD38 Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Payments to Acquire Intangible Assets				$ 1,750,000
Capitalized Contract Cost, Gross		$ 5,000,000
Consensi [Member]
Finite-Lived Intangible Assets [Line Items]
Issuance of convertible debt			$ 1,500,000

DEBT (Details)	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 0
2023	0
2024	0
2025	0
2026	0
2027	1,420
Thereafter	148,580
Total long-term debt	$ 150,000

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

DEBT (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended	4 Months Ended	6 Months Ended	9 Months Ended
DEBT (Details Narrative) - USD ($)	Jan. 31, 2020	Feb. 28, 2021	May 06, 2020	Jul. 08, 2020	Sep. 30, 2022	Apr. 14, 2022	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020
License Agreement [Member] \| Purple Bio Tech [Member]
Debt Instrument [Line Items]
Principal amount					$ 1,500,000
Debt Instrument, Interest Rate During Period					5.00%
Debt Instrument, Convertible, Conversion Price					$ 5
Note Payable 1 [Member]
Debt Instrument [Line Items]
Principal amount					$ 200,000
Debt stated interest rate					9.00%
Debt maturity date					Jun. 15, 2020
Note payable								$ 200,000
Note Payable 2 [Member]
Debt Instrument [Line Items]
Principal amount	$ 500,000
Debt stated interest rate	8.00%
Debt maturity date	Feb. 08, 2021
Note payable					$ 500,000
Debt Instrument, Interest Rate Terms	plus additional 2% in the event of default
Note Payable 2 [Member] \| Debt Extension [Member] \| Warrant [Member]
Debt Instrument [Line Items]
exchange of warrants						400,000
Warrant exercise price						$ 1.50
Note Payable 3 [Member]
Debt Instrument [Line Items]
Principal amount	$ 250,000
Debt stated interest rate	8.00%
Debt maturity date	Feb. 08, 2021
Note payable					0		$ 0
Debt Instrument, Interest Rate Terms	plus additional 2% in the event of default
Note Payable 4 [Member]
Debt Instrument [Line Items]
Principal amount	$ 250,000
Debt stated interest rate	8.00%
Debt maturity date	Feb. 08, 2021
Note payable					0		0
Note Payable 5 [Member]
Debt Instrument [Line Items]
Principal amount	$ 333,000
Debt stated interest rate	8.00%
Debt maturity date	Feb. 08, 2021
Note payable					0		333,000
Debt Instrument, Interest Rate Terms	plus additional 2% in the event of default
Note Payable 6 [Member]
Debt Instrument [Line Items]
Principal amount	$ 167,000
Debt stated interest rate	8.00%
Debt maturity date	Feb. 08, 2021
Note payable					117,000
Debt Instrument, Interest Rate Terms	plus additional 2% in the event of default
Note Payable 6 [Member] \| Debt Extension [Member]
Debt Instrument [Line Items]
exchange of warrants						250,000
Warrant exercise price						$ 1.50
Note Payable 7 [Member]
Debt Instrument [Line Items]
Principal amount									$ 104,000
Note payable					0		0
PPP Loan [Member]
Debt Instrument [Line Items]
Note payable					0		77,595
Proceeds from loan		$ 77,595	$ 77,500
EIDL Loan [Member]
Debt Instrument [Line Items]
Debt stated interest rate				3.75%
Note payable					$ 150,000		$ 150,000
Proceeds from loan				$ 150,000

CAPITAL STRUCTURE (Details) - shares	Sep. 30, 2022	Sep. 14, 2022	Sep. 13, 2022	Aug. 19, 2022	Jul. 28, 2022	Jun. 28, 2022	Jun. 27, 2022	Apr. 14, 2022	Mar. 02, 2022	May 28, 2021
Coral Investment Partners Warrants [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	1,000,000
Coral Investment Partners Warrants [Member] \| Exercise price $2.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	500,000
Coral Investment Partners Warrants [Member] \| Exercise Price $5.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	500,000
Warrant Holder 1 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	1,497,500
Class of Warrant or Right, Outstanding Gross	1,500,000				(2,500)
Warrant Holder 1 [Member] \| Exercise price $2.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	500,000									500,000
Class of Warrant or Right, Outstanding Gross	500,000
Warrant Holder 1 [Member] \| Exercise Price $5.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	500,000									500,000
Class of Warrant or Right, Outstanding Gross	500,000
Warrant Holder 1 [Member] \| Exercise Price $1.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	497,500				(2,500)					500,000
Class of Warrant or Right, Outstanding Gross	500,000
Warrant Holder 2 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	100,000
Class of Warrant or Right, Outstanding Gross	400,000		(25,000)			(225,000)	(45,000)		(5,000)
Warrant Holder 2 [Member] \| Exercise price $2.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	100,000		(25,000)			(75,000)
Warrant Holder 2 [Member] \| Exercise Price $5.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	100,000
Class of Warrant or Right, Outstanding Gross	100,000
Warrant Holder 2 [Member] \| Exercise Price $1.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	200,000					(150,000)	(45,000)		(5,000)
Purple Bio Tech Warrant [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	300,000
Purple Bio Tech Warrant [Member] \| Exercise Price $5.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	300,000
Warrant Holder 3 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross	600,000		(10,000)	(115,000)
Warrant Holder 3 [Member] \| Transfer To Warrant Holder 4 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	(300,000)
Warrant Holder 3 [Member] \| Transfer To Warrant Holder 5 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	(175,000)
Warrant Holder 3 [Member] \| Exercise Price $1.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	600,000		(10,000)	(115,000)
Warrant Holder 3 [Member] \| Exercise Price $1.00 [Member] \| Transfer To Warrant Holder 4 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	(300,000)
Warrant Holder 3 [Member] \| Exercise Price $1.00 [Member] \| Transfer To Warrant Holder 5 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	(175,000)
Warrant Holder 4 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross				(300,000)
Warrant Holder 4 [Member] \| Transfer From Warrant Holder 3 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	300,000
Warrant Holder 4 [Member] \| Exercise Price $1.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross				(300,000)
Warrant Holder 4 [Member] \| Exercise Price $1.00 [Member] \| Transfer From Warrant Holder 3 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	300,000
Warrant Holder 5 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	375,000
Warrant Holder 5 [Member] \| Transfer From Warrant Holder 3 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	175,000
Warrant Holder 5 [Member] \| Transfer From Warrant Holder 9 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	200,000
Warrant Holder 5 [Member] \| Exercise Price $1.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	175,000
Warrant Holder 5 [Member] \| Exercise Price $1.00 [Member] \| Transfer From Warrant Holder 3 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	175,000
Warrant Holder 5 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	200,000
Class of Warrant or Right, Outstanding Gross	200,000
Warrant Holder 6 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	250,000
Warrant Holder 6 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	250,000
Warrant Holder 7 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	400,000
Warrant Holder 7 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	400,000
Warrant Holder 8 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross	775,000	(775,000)
Warrant Holder 8 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	775,000	(775,000)
Warrant Holder 9 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross	200,000
Warrant Holder 9 [Member] \| Transfer To Warrant Holder 5 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	(200,000)
Warrant Holder 9 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	200,000
Warrant Holder 9 [Member] \| Exercise Price $1.50 [Member] \| Transfer From Warrant Holder 5 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	(200,000)
Warrant Holder 10 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross	350,000	(246,666)		(50,000)					(53,334)
Warrant Holder 10 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	350,000	(246,666)		(50,000)					(53,334)
Warrant Holder 11 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	470,000
Class of Warrant or Right, Outstanding Gross	300,000							170,000
Warrant Holder 11 [Member] \| Exercise price $2.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	150,000
Class of Warrant or Right, Outstanding Gross	150,000
Warrant Holder 11 [Member] \| Exercise Price $1.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	150,000
Class of Warrant or Right, Outstanding Gross	150,000
Warrant Holder 11 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	170,000
Class of Warrant or Right, Outstanding Gross								170,000
Warrant Holder 12 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross	1,018,050	(918,050)		(100,000)
Warrant Holder 12 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	1,018,050	(918,050)		(100,000)
Warrant Holder 13 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross	225,000	(210,000)							(15,000)
Warrant Holder 13 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	225,000	(210,000)							(15,000)
Warrant Holder 14 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross	100,000			(100,000)
Warrant Holder 14 [Member] \| Exercise Price $1.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	100,000			(100,000)
Warrant Holder 15 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross	100,000	(100,000)
Warrant Holder 15 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	100,000	(100,000)
Warrant Holder 16 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross	100,000	(75,000)					(25,000)
Warrant Holder 16 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	100,000	(75,000)					(25,000)
Warrant Holder 17 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross	52,050	(52,050)
Warrant Holder 17 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	52,050	(52,050)
Warrant Holder 18 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	250,000
Warrant Holder 18 [Member] \| Exercise Price $3.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	250,000
Warrant Holder 19 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	0
Class of Warrant or Right, Outstanding Gross	300,000	(300,000)
Warrant Holder 19 [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding Gross	300,000	(300,000)
Warrant [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	4,642,500
Warrant [Member] \| Exercise price $2.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	1,150,000
Warrant [Member] \| Exercise Price $5.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	1,400,000
Warrant [Member] \| Exercise Price $1.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	822,500
Warrant [Member] \| Exercise Price $1.50 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	1,020,000
Warrant [Member] \| Exercise Price $3.00 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	250,000

CAPITAL STRUCTURE (Details Narrative) - USD ($)				1 Months Ended		2 Months Ended	3 Months Ended		9 Months Ended
CAPITAL STRUCTURE (Details Narrative) - USD ($)	Sep. 06, 2022	Jul. 13, 2022	Nov. 23, 2020	Dec. 20, 2021	Feb. 28, 2021	Feb. 18, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 14, 2022	Sep. 13, 2022	Aug. 19, 2022	Jul. 28, 2022	Jun. 27, 2022	Apr. 14, 2022	Mar. 30, 2022	Mar. 02, 2022	Jan. 28, 2022	Dec. 31, 2021	Dec. 28, 2021	Sep. 22, 2021	Jul. 30, 2021	May 28, 2021
Class of Stock [Line Items]
Number of share issued									760,000,000
Common stock, shares authorized							750,000,000		750,000,000											750,000,000
Common stock, par value							$ 0.0001		$ 0.0001											$ 0.0001
Preferred stock, shares authorized							10,000,000		10,000,000
Preferred stock, par value							$ 0.0001		$ 0.0001
Common stock, shares issued							43,207,163		43,207,163											37,082,864
Common stock, shares outstanding							43,207,163		43,207,163											36,754,064
Additional paid in capital							$ 1,319,945	$ 2,557,828	$ 3,271,365	$ 6,916,452
Capital distributions							0	$ 0	0	$ 0
Common stock repurchased shares					328,800
Treasury stock							$ (0)		$ (0)											$ 247,165	$ 247,165
Treasury Stock retired						328,800
Services To Be Provided [Member]
Class of Stock [Line Items]
Warrant exercise price				$ 1
Warrant expiration date				Dec. 20, 2026
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares issued							43,207,163	34,750,733	43,207,163	34,750,733
Common stock, shares outstanding							43,207,163	34,750,733	43,207,163	34,750,733
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding							0		0
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized							2,000,000		2,000,000
Preferred stock, par value							$ 0.0001		$ 0.0001
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized							10,000,000		10,000,000											10,000,000
Preferred stock, par value							$ 0.0001		$ 0.0001											$ 0.0001
Preferred stock, shares outstanding							8,000		8,000											0
Coral Investment Partners Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding							1,000,000		1,000,000
Class of Warrant or Right, Date from which Warrants or Rights Exercisable			Nov. 30, 2023
Coral Investment Partners Warrants [Member] \| Exercise price $2.00 [Member]
Class of Stock [Line Items]
Warrants outstanding							500,000		500,000
Coral Investment Partners Warrants [Member] \| Exercise Price $5.00 [Member]
Class of Stock [Line Items]
Warrants outstanding							500,000		500,000
Coral Investment Partners Warrants [Member] \| Warrant Class A [Member]
Class of Stock [Line Items]
Warrants outstanding			500,000
Coral Investment Partners Warrants [Member] \| Warrant Class A [Member] \| Exercise price $2.00 [Member]
Class of Stock [Line Items]
Warrant exercise price			$ 2
Coral Investment Partners Warrants [Member] \| Warrant Class B [Member]
Class of Stock [Line Items]
Warrants outstanding			500,000
Coral Investment Partners Warrants [Member] \| Warrant Class B [Member] \| Exercise Price $5.00 [Member]
Class of Stock [Line Items]
Warrant exercise price			$ 5
Warrant Holder 1 [Member]
Class of Stock [Line Items]
Warrants outstanding							1,497,500		1,497,500
Warrant expiration date														Jun. 01, 2026
Warrant Holder 1 [Member] \| Exercise price $2.00 [Member]
Class of Stock [Line Items]
Warrants outstanding							500,000		500,000															500,000
Warrant exercise price																								$ 2
Warrant Holder 1 [Member] \| Exercise Price $5.00 [Member]
Class of Stock [Line Items]
Warrants outstanding							500,000		500,000															500,000
Warrant exercise price																								$ 5
Warrant Holder 1 [Member] \| Exercise Price $1.00 [Member]
Class of Stock [Line Items]
Warrants outstanding							497,500		497,500					(2,500)										500,000
Warrant exercise price														$ 1										$ 1
Warrants outstanding														2,500
Warrant Holder 2 [Member]
Class of Stock [Line Items]
Warrants outstanding							100,000		100,000
Warrant Holder 2 [Member] \| Professional Services 2 [Member]
Class of Stock [Line Items]
Warrant expiration date																							Jul. 26, 2026
Warrant Holder 2 [Member] \| Termination Of License Right [Member] \| Purple Bio Tech [Member]
Class of Stock [Line Items]
Warrant exercise price																						$ 5
Warrants outstanding																						300,000
Share-based Payment Arrangement, Expense									$ 1,897,585
Warrant Holder 2 [Member] \| Exercise Price $5.00 [Member]
Class of Stock [Line Items]
Warrants outstanding							100,000		100,000
Warrant Holder 2 [Member] \| Warrant 1 [Member] \| Professional Services 2 [Member]
Class of Stock [Line Items]
Warrant exercise price																							$ 1
Warrants outstanding																							200,000
Warrant Holder 2 [Member] \| Warrant 2 [Member] \| Professional Services 2 [Member]
Class of Stock [Line Items]
Warrant exercise price																							$ 2
Warrants outstanding																							100,000
Warrant Holder 2 [Member] \| Warrant 3 [Member] \| Professional Services 2 [Member]
Class of Stock [Line Items]
Warrant exercise price																							$ 5
Warrants outstanding																							100,000
Warrant Holder 2 [Member] \| Warrant 4 [Member] \| Professional Services 2 [Member]
Class of Stock [Line Items]
Warrant exercise price																		$ 1
Warrants outstanding																		5,000
Warrant Holder 2 [Member] \| Warrant 5 [Member] \| Professional Services 2 [Member]
Class of Stock [Line Items]
Warrant exercise price															$ 1
Warrants outstanding															195,000
Warrant Holder 2 [Member] \| Warrant 6 [Member] \| Professional Services 2 [Member]
Class of Stock [Line Items]
Warrant exercise price															$ 2
Warrants outstanding															75,000
Warrant Holder 2 [Member] \| Warrant 7 [Member] \| Professional Services 2 [Member]
Class of Stock [Line Items]
Warrant exercise price												$ 2
Warrants outstanding												25,000
Warrant Holder 3 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant Holder 3 [Member] \| Services To Be Provided [Member]
Class of Stock [Line Items]
Warrant exercise price												$ 1	$ 1
Warrants outstanding				600,000								10,000	115,000
Warrant Holder 4 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant exercise price													$ 1
Warrants outstanding													300,000
Warrant transferred		300,000		300,000
Warrant Holder 5 [Member]
Class of Stock [Line Items]
Warrants outstanding							375,000		375,000
Warrant transferred	175,000			175,000
Warrant Holder 5 [Member] \| Exercise Price $1.00 [Member]
Class of Stock [Line Items]
Warrants outstanding							175,000		175,000
Warrant Holder 5 [Member] \| Warrant 1 [Member] \| Professional Services 1 [Member]
Class of Stock [Line Items]
Warrant exercise price																			$ 1.50
Warrants outstanding																			200,000
Warrant Holder 9 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant transferred	200,000
Warrant Holder 9 [Member] \| Warrant 1 [Member] \| Professional Services 1 [Member]
Class of Stock [Line Items]
Warrant exercise price																			$ 1.50
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding																			200,000
Warrant Holder 6 [Member]
Class of Stock [Line Items]
Warrants outstanding							250,000		250,000
Warrant Holder 6 [Member] \| Debt Extension [Member]
Class of Stock [Line Items]
Warrant exercise price																			$ 1.50
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding																			250,000
Warrant Holder 7 [Member]
Class of Stock [Line Items]
Warrants outstanding							400,000		400,000
Warrant Holder 7 [Member] \| Warrant [Member] \| Debt Extension [Member]
Class of Stock [Line Items]
Warrant exercise price																			$ 1.50
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding																			400,000
Warrant Holder 8 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant Holder 8 [Member] \| Warrant [Member] \| Professional Services [Member]
Class of Stock [Line Items]
Warrant exercise price											$ 1.50								$ 1.50
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding											775,000								775,000
Warrant Holder 10 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant Holder 10 [Member] \| Warrant 2 [Member] \| Professional Services 2 [Member]
Class of Stock [Line Items]
Warrant exercise price																			$ 1.50
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding											246,666								350,000
Warrant Holder 10 [Member] \| Warrant [Member] \| Professional Services 2 [Member]
Class of Stock [Line Items]
Warrant exercise price											$ 1.50		$ 1.50					$ 1.50
Warrants outstanding													50,000					53,334
Warrant Holder 11 [Member]
Class of Stock [Line Items]
Warrants outstanding							470,000		470,000
Warrant Holder 11 [Member] \| Exercise price $2.00 [Member]
Class of Stock [Line Items]
Warrants outstanding							150,000		150,000
Warrant Holder 11 [Member] \| Exercise Price $1.00 [Member]
Class of Stock [Line Items]
Warrants outstanding							150,000		150,000
Warrant Holder 11 [Member] \| Warrant 3 [Member] \| Professional Services 3 [Member]
Class of Stock [Line Items]
Warrant exercise price																$ 1.50			$ 1
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding																170,000			150,000
Warrant Holder 11 [Member] \| Warrant 3b [Member] \| Professional Services 3 [Member]
Class of Stock [Line Items]
Warrant exercise price																			$ 2
Warrants outstanding																			150,000
Warrant Holder 12 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant Holder 12 [Member] \| Warrant 4 [Member] \| Professional Services 4 [Member]
Class of Stock [Line Items]
Warrant exercise price											$ 1.50		$ 1.50						$ 1.50
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding											918,050		100,000						1,018,050
Warrant Holder 13 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant Holder 13 [Member] \| Warrant 5 [Member] \| Professional Services 5 [Member]
Class of Stock [Line Items]
Warrant exercise price											$ 1.50							$ 1.50	$ 1.50
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding											210,000							15,000	225,000
Warrant Holder 14 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant Holder 14 [Member] \| Warrant 6 [Member] \| Professional Services 6 [Member]
Class of Stock [Line Items]
Warrant exercise price													$ 1						$ 1
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding													100,000						100,000
Warrant Holder 15 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant Holder 15 [Member] \| Warrant 7 [Member] \| Professional Services 7 [Member]
Class of Stock [Line Items]
Warrant exercise price											$ 1.50								$ 1.50
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding											100,000								100,000
Warrant Holder 16 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant Holder 16 [Member] \| Warrant 8 [Member] \| Professional Services 8 [Member]
Class of Stock [Line Items]
Warrant exercise price											$ 1.50				$ 1.50				$ 1.50
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding											75,000				25,000				100,000
Warrant Holder 17 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant Holder 17 [Member] \| Warrant 9 [Member] \| Professional Services 9 [Member]
Class of Stock [Line Items]
Warrant exercise price											$ 1.50								$ 1.50
Warrant expiration date																			Jan. 31, 2024
Warrants outstanding											52,050								52,050
Warrant Holder 18 [Member]
Class of Stock [Line Items]
Warrants outstanding							250,000		250,000
Warrant Holder 18 [Member] \| Investment [Member]
Class of Stock [Line Items]
Warrant exercise price																	$ 3
Warrant expiration date																	Mar. 30, 2024
Warrants outstanding																	250,000
Warrant Holder 19 [Member]
Class of Stock [Line Items]
Warrants outstanding							0		0
Warrant Holder 19 [Member] \| Professional Services [Member]
Class of Stock [Line Items]
Warrant exercise price											$ 1.50						$ 1.50
Warrant expiration date																	Apr. 01, 2027
Warrants outstanding											300,000						300,000

COMMITMENTS AND CONTINGENCIES (Details)	Sep. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022 (remaining)	$ 11,250
2023	45,000
2024	14,999
Total minimum lease payments:	71,249
Less amount representing interest	(5,074)
Present value of minimum lease payments:	$ 66,175

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jun. 30, 2021
Product Liability Contingency [Line Items]
Operating lease expense		$ 11,250	$ 11,250	$ 33,750	$ 33,750
Operating Lease, Right-of-Use Asset		68,541		68,541		$ 17,925
Operating Lease, Liability, Current		9,834		9,834		14,724
Operating Lease, Liability, Noncurrent		56,341		56,341		0
Minimum future royalty payments		0		0		0
Other Income		0	0	0	77,500
Non-refundable fee	$ 75,000
Initial license fee	75,000
Minimum [Member]
Product Liability Contingency [Line Items]
Maintenance fees	15,000
Maximum [Member]
Product Liability Contingency [Line Items]
Maintenance fees	$ 25,000
Pharmaceutical Marketing Partner [Member]
Product Liability Contingency [Line Items]
Deferred Revenue							$ 1,000,000
Other Income						$ 1,000,000
Royalty advances		$ 0	$ 0	$ 0	$ 0

401(k) PROFIT-SHARING PLAN (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Retirement Benefits [Abstract]
Employer contributions	$ 0	$ 0

- Definition

Amount of contribution received by defined benefit plan from employer which increases plan assets.

+ References + Details

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income Tax Expense (Benefit)	$ 0	$ 0	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details