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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
☒ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR
THE QUARTERLY PERIOD ENDED June 30, 2024
OR
☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from _____to_____
Commission
File Number: 000-54554
Therapeutic
Solutions International, Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
|
45-1226465 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
701
Wild Rose Lane |
Elk
City, Idaho 83525 |
(Address
of principal executive offices, including zip code) |
|
(760)
295-7208 |
(Registrant’s
telephone number, including area code) |
|
|
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
|
☐ |
Large
accelerated filer |
☐ |
Accelerated
filer |
|
☒ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
|
☐ |
Emerging
growth company |
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As
of August 19, 2024, 4,884,095,275 shares of the registrant’s common stock, par value of $0.001 per shares, were outstanding.
IMPORTANT
PREFATORY NOTE
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements contained in this report and the information incorporated by reference herein may contain “forward-looking statements”
(as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended). These statements, which involve risks and uncertainties, reflect our current expectations, intentions, or strategies
regarding our possible future results of operations, performance, and achievements. Forward-looking statements include, without limitation:
statements regarding future products or product development; statements regarding future selling, general and administrative costs and
research and development spending; statements regarding our product development strategy; and statements regarding future financial performance,
results of operations, capital expenditures and sufficiency of capital resources to fund our operating requirements. These forward-looking
statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and applicable rules
of the Securities and Exchange Commission and common law.
These
forward-looking statements may be identified in this report and the information incorporated by reference by words such as “anticipate”,
“believe”, “could”, “estimate”, “expect”, “intend”, “plan”, “predict”,
“project”, “should” and similar terms and expressions, including references to assumptions and strategies. These
statements reflect our current beliefs and are based on information currently available to us. Accordingly, these statements are subject
to certain risks, uncertainties, and contingencies, which could cause our actual results, performance, or achievements to differ materially
from those expressed in, or implied by, such statements.
The
following factors are among those that may cause actual results to differ materially from our forward-looking statements:
|
● |
Need
for additional capital; |
|
|
|
|
● |
Limited
operating history in our new business model; |
|
|
|
|
● |
Limited
experience introducing new products; |
|
|
|
|
● |
Our
ability to successfully expand our operations and manage our future growth; |
|
|
|
|
● |
Difficulty
in managing our growth and expansion; |
|
|
|
|
● |
Dilutive
effects of any raising of additional capital; |
|
|
|
|
● |
The
deterioration of global economic conditions and the decline of consumer confidence and spending; |
|
|
|
|
● |
Material
weaknesses reported in our internal control over financial reporting; |
|
|
|
|
● |
Our
ability to protect intellectual property rights and the value of our products; |
|
|
|
|
● |
The
potential for product liability claims against us; |
|
|
|
|
● |
Our
dependence on third party manufacturers to manufacture our products; |
|
|
|
|
● |
Our
common stock is currently classified as a penny stock; |
|
|
|
|
● |
Our
stock price may experience future volatility; |
|
|
|
|
● |
The
illiquidity of our common stock; and |
|
|
|
|
● |
Substantial
sales of shares of our common stock. |
|
|
|
|
● |
Other
factors not specifically described above, including the other risks, uncertainties, and contingencies described under “Description
of Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in Items 1 and 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. |
When
considering these forward-looking statements, you should keep in mind the cautionary statements in this report and the documents incorporated
by reference. We have no obligation and do not undertake to update or revise any such forward-looking statements to reflect events or
circumstances after the date of this report.
Actual
results may vary materially from those in such forward-looking statements as a result of various factors. No assurance can be given that
the risk factors described in this Quarterly Report on Form 10-Q are all of the factors that could cause actual results to vary materially
from the forward-looking statements. References in this Quarterly Report on Form 10-Q to the “Company,” “TSOI,”
“we,” “our,” and “us” refer to Therapeutic Solutions International, Inc.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
INDEX
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
Condensed
Consolidated Balance Sheets
| |
June
30, 2024 | | |
December
31, 2023 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current
assets: | |
| | | |
| | |
Cash
and cash equivalents | |
$ | 8,318 | | |
$ | 27,823 | |
Accounts
receivable | |
| 17,289 | | |
| 19,196 | |
Inventory | |
| 17,806 | | |
| 22,574 | |
Prepaid
expenses and other current assets | |
| 692,857 | | |
| 16,320 | |
Total
current assets | |
| 736,270 | | |
| 85,913 | |
| |
| | | |
| | |
Property
and equipment, net | |
| 368,915 | | |
| 374,355 | |
Right-of-use
asset | |
| 111,848 | | |
| 125,557 | |
Other
assets | |
| 2,558,091 | | |
| 2,706,187 | |
| |
| | | |
| | |
Total
assets | |
$ | 3,775,124 | | |
$ | 3,292,012 | |
| |
| | | |
| | |
LIABILITIES
AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current
liabilities: | |
| | | |
| | |
Accounts
payable | |
$ | 366,222 | | |
$ | 397,674 | |
Accounts
payable-related parties | |
| 10,685 | | |
| 7,204 | |
Accounts
payable | |
| 10,685 | | |
| 7,204 | |
Accrued
expenses and other current liabilities | |
| 553,689 | | |
| 536,118 | |
Lease
liability | |
| 25,917 | | |
| 20,525 | |
Notes
payable, current portion | |
| 4,638 | | |
| 4,638 | |
Convertible
notes payable, net of discount of $48,554 and $112,384 at June 30, 2024 and December 31, 2023, respectively | |
| 127,246 | | |
| 49,616 | |
Notes
payable-related parties, net | |
| 714,558 | | |
| 702,741 | |
Notes
payable | |
| 714,558 | | |
| 702,741 | |
Derivative
liabilities | |
| 47,220 | | |
| 181,070 | |
Total
current liabilities | |
| 1,850,175 | | |
| 1,899,586 | |
| |
| | | |
| | |
LONG
TERM LIABILITIES | |
| | | |
| | |
Notes
payable, net of current portion | |
| 3,215 | | |
| 5,512 | |
Lease
liability, net of current portion | |
| 85,931 | | |
| 105,032 | |
TOTAL
LIABILITIES | |
| 1,939,321 | | |
| 2,010,130 | |
| |
| | | |
| | |
Commitments
and contingencies | |
| - | | |
| - | |
| |
| | | |
| | |
Shareholders’
Equity: | |
| | | |
| | |
Series
A preferred stock, $0.001 par value; 5,000,000 shares authorized, 2 shares and 2 shares issued and outstanding at June 30, 2024 and
December 31, 2023, respectively | |
| - | | |
| - | |
Series
B preferred stock, $0.001 par value; 1,000,000 shares authorized, 1,000 shares and 0 shares issued and outstanding at June 30, 2024
and December 31, 2023, respectively | |
| 1 | | |
| - | |
Preferred stock, value | |
| 1 | | |
| - | |
Common
stock, $0.001 par value; 6,500,000,000 and 5,500,000,000 shares authorized, respectively; 4,659,017,624 and 3,802,666,978
shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | |
| 4,659,019 | | |
| 3,802,668 | |
Additional
paid-in capital | |
| 17,977,536 | | |
| 17,670,092 | |
Subscription
receivable | |
| (21,000 | ) | |
| (21,000 | ) |
Accumulated
deficit | |
| (21,301,652 | ) | |
| (20,326,465 | ) |
Total
shareholders’ equity | |
| 1,313,904 | | |
| 1,125,295 | |
Non-controlling
interest | |
| 521,899 | | |
| 156,587 | |
Total
shareholders’ equity - Therapeutic Solutions International, Inc. | |
| 1,835,803 | | |
| 1,281,882 | |
| |
| | | |
| | |
Total
liabilities and shareholders’ equity | |
$ | 3,775,124 | | |
$ | 3,292,012 | |
See
accompanying notes to condensed consolidated financial statements.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
Condensed
Consolidated Statements of Operations
(Unaudited)
| |
For
the Three
Months
Ended
June
30, 2024 | | |
For
the Three
Months
Ended
June
30, 2023 | | |
For
the Six
Months
Ended
June
30, 2024 | | |
For
the Six
Months
Ended
June
30, 2023 | |
| |
| | |
| | |
| | |
| |
Net
sales | |
$ | 20,005 | | |
$ | 26,308 | | |
$ | 41,819 | | |
$ | 49,431 | |
Cost
of goods sold | |
| 6,727 | | |
| 10,699 | | |
| 14,217 | | |
| 19,165 | |
| |
| | | |
| | | |
| | | |
| | |
Gross
profit | |
| 13,278 | | |
| 15,609 | | |
| 27,602 | | |
| 30,266 | |
| |
| | | |
| | | |
| | | |
| | |
Operating
expenses: | |
| | | |
| | | |
| | | |
| | |
General
and administrative | |
| 100,676 | | |
| 113,343 | | |
| 211,549 | | |
| 232,744 | |
Salaries,
wages, and related costs | |
| 104,175 | | |
| 113,954 | | |
| 214,532 | | |
| 224,479 | |
Consulting
fees | |
| 7,322 | | |
| 53,473 | | |
| 267,462 | | |
| 122,757 | |
Legal
and professional fees | |
| 187,573 | | |
| 68,805 | | |
| 335,156 | | |
| 161,392 | |
Research
and development | |
| 17,570 | | |
| 208,540 | | |
| 76,182 | | |
| 261,267 | |
Total
operating expenses | |
| 417,316 | | |
| 558,115 | | |
| 1,104,881 | | |
| 1,002,639 | |
| |
| | | |
| | | |
| | | |
| | |
Loss
from operations | |
| (404,038 | ) | |
| (542,506 | ) | |
| (1,077,279 | ) | |
| (972,373 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other
income (expense): | |
| | | |
| | | |
| | | |
| | |
Gain
(loss) on derivative liabilities | |
| 20,415 | | |
| 6,141 | | |
| (13,826 | ) | |
| 24,275 | |
Change
in fair value of derivative liabilities | |
| (5,921 | ) | |
| 10,624 | | |
| 26,483 | | |
| (33,712 | ) |
Interest
expense | |
| (74,013 | ) | |
| (122,261 | ) | |
| (163,203 | ) | |
| (244,073 | ) |
Gain
on extinguishment of debt | |
| - | | |
| 85,546 | | |
| - | | |
| 85,546 | |
Total
other income (expense) | |
| (59,519 | ) | |
| (19,950 | ) | |
| (150,546 | ) | |
| (167,964 | ) |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Provision
for income taxes | |
| 800 | | |
| 800 | | |
| 800 | | |
| 800 | |
| |
| | | |
| | | |
| | | |
| | |
Net
loss before non-controlling interest | |
| (464,357 | ) | |
| (563,256 | ) | |
| (1,228,625 | ) | |
| (1,141,137 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss
attributable to non-controlling interest | |
| (74,311 | ) | |
| (856 | ) | |
| (253,438 | ) | |
| (856 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net
loss attributable to Therapeutic Solutions International, Inc. | |
$ | (390,046 | ) | |
$ | (562,400 | ) | |
$ | (975,187 | ) | |
$ | (1,140,281 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net
loss per share - basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
average shares outstanding - basic and diluted | |
| 4,511,799,474 | | |
| 2,976,127,083 | | |
| 4,232,658,617 | | |
| 2,834,408,024 | |
See
accompanying notes to condensed consolidated financial statements.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
Condensed
Consolidated Statements of Changes in Shareholders’ Equity (Deficit)
(Unaudited)
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Issued | | |
Receivable | | |
Deficit | | |
Interest | | |
(Deficit) | |
| |
Series
A Preferred Stock | | |
Series
B Preferred Stock | | |
Common
Stock | | |
Additional
Paid-in | | |
Shares
to be | | |
Subscription | | |
Accumulated | | |
Non-
controlling | | |
Total Shareholders’
Equity | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Issued | | |
Receivable | | |
Deficit | | |
Interest | | |
(Deficit) | |
December 31, 2022 | |
| 2 | | |
$ | - | | |
| - | | |
$ | - | | |
| 2,617,390,830 | | |
$ | 2,617,392 | | |
$ | 16,655,643 | | |
$ | 126,324 | | |
$ | (21,000 | ) | |
$ | (18,156,651 | ) | |
$ | 163,473 | | |
$ | 1,385,181 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| 46,000,000 | | |
| 46,000 | | |
| 135,600 | | |
| (102,000 | ) | |
| - | | |
| - | | |
| - | | |
| 79,600 | |
Common stock issued for salaries | |
| - | | |
| - | | |
| - | | |
| - | | |
| 4,081,632 | | |
| 4,082 | | |
| 15,918 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 20,000 | |
Common stock issued for cash | |
| - | | |
| - | | |
| - | | |
| - | | |
| 270,091,435 | | |
| 270,091 | | |
| 218,261 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 488,352 | |
Common stock issued by subsidiary for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,831 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,831 | |
Common stock issued for conversion of convertible notes, accrued interest, and derivative liabilities | |
| - | | |
| - | | |
| - | | |
| - | | |
| 196,480,177 | | |
| 196,480 | | |
| 476,239 | | |
| (15,000 | ) | |
| - | | |
| - | | |
| - | | |
| 657,719 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,140,281 | ) | |
| (856 | ) | |
| (1,141,137 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
June 30, 2023 | |
| 2 | | |
$ | - | | |
| - | | |
$ | - | | |
| 3,134,044,074 | | |
$ | 3,134,045 | | |
$ | 17,503,492 | | |
$ | 9,324 | | |
$ | (21,000 | ) | |
$ | (19,296,932 | ) | |
$ | 162,617 | | |
$ | 1,491,546 | |
| |
Series A Preferred Stock | | |
Series B Preferred Stock | | |
Common Stock | | |
Additional Paid-in | | |
Shares to be | | |
Subscription | | |
Accumulated | | |
Non- controlling | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Issued | | |
Receivable | | |
Deficit | | |
Interest | | |
Equity | |
March 31, 2023 | |
| 2 | | |
$ | - | | |
| - | | |
$ | - | | |
| 2,748,956,631 | | |
$ | 2,748,958 | | |
$ | 16,999,222 | | |
$ | 9,324 | | |
$ | (21,000 | ) | |
$ | (18,734,532 | ) | |
$ | 163,473 | | |
$ | 1,165,445 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| 25,000,000 | | |
| 25,000 | | |
| 35,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 60,000 | |
Common stock issued for prepaid fees | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Common stock issued for salaries | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Common stock issued for cash | |
| - | | |
| - | | |
| - | | |
| - | | |
| 209,866,610 | | |
| 209,866 | | |
| 148,400 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 358,266 | |
Common stock issued by subsidiary for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,831 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,831 | |
Common stock issued for conversion of convertible notes, accrued interest, and derivative liabilities | |
| - | | |
| - | | |
| - | | |
| - | | |
| 150,220,833 | | |
| 150,221 | | |
| 319,039 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 469,260 | |
Relief of derivative liabilities | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Common stock issued | |
| | | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Beneficial conversion feature on note payable | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (562,400 | ) | |
| (856 | ) | |
| (563,256 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
June 30, 2023 | |
| 2 | | |
$ | - | | |
| - | | |
$ | - | | |
| 3,134,044,074 | | |
$ | 3,134,045 | | |
$ | 17,503,492 | | |
$ | 9,324 | | |
$ | (21,000 | ) | |
$ | (19,296,932 | ) | |
$ | 162,617 | | |
$ | 1,491,546 | |
| |
Series A Preferred Stock | | |
Series B Preferred Stock | | |
Common Stock | | |
Additional Paid-in | | |
Shares to be | | |
Subscription | | |
Accumulated | | |
Non- controlling | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Issued | | |
Receivable | | |
Deficit | | |
Interest | | |
Equity | |
December 31, 2023 | |
| 2 | | |
$ | - | | |
| - | | |
$ | - | | |
| 3,802,666,978 | | |
$ | 3,802,668 | | |
$ | 17,670,092 | | |
$ | - | | |
$ | (21,000 | ) | |
$ | (20,326,465 | ) | |
$ | 156,587 | | |
$ | 1,281,882 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| 76,000,000 | | |
| 76,000 | | |
| (11,600 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 64,400 | |
Common stock issued for prepaid fees | |
| - | | |
| - | | |
| - | | |
| - | | |
| 20,000,000 | | |
| 20,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 20,000 | |
Common stock issued for salaries | |
| - | | |
| - | | |
| - | | |
| - | | |
| 80,357,142 | | |
| 80,357 | | |
| (20,357 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 60,000 | |
Common stock issued for cash | |
| - | | |
| - | | |
| - | | |
| - | | |
| 303,156,710 | | |
| 303,157 | | |
| (119,304 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 183,853 | |
Preferred stock issued for cash | |
| - | | |
| - | | |
| 1,000 | | |
| 1 | | |
| - | | |
| - | | |
| 9,999 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 10,000 | |
Common stock issued by subsidiary for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 506,250 | | |
| - | | |
| - | | |
| - | | |
| 618,750 | | |
| 1,125,000 | |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | |
| - | | |
| - | | |
| - | | |
| - | | |
| 376,836,794 | | |
| 376,837 | | |
| (57,544 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 319,293 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (975,187 | ) | |
| (253,438 | ) | |
| (1,228,625 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
June 30, 2024 | |
| 2 | | |
$ | - | | |
| 1,000 | | |
$ | 1 | | |
| 4,659,017,624 | | |
$ | 4,659,019 | | |
$ | 17,977,536 | | |
$ | - | | |
$ | (21,000 | ) | |
$ | (21,301,652 | ) | |
$ | 521,899 | | |
$ | 1,835,803 | |
| |
Series A Preferred Stock | | |
Series B Preferred Stock | | |
Common Stock | | |
Additional Paid-in | | |
Shares to be | | |
Subscription | | |
Accumulated | | |
Non- controlling | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Issued | | |
Receivable | | |
Deficit | | |
Interest | | |
Equity | |
March 31, 2024 | |
| 2 | | |
$ | - | | |
| 1,000 | | |
$ | 1 | | |
| 4,230,116,869 | | |
$ | 4,230,118 | | |
$ | 18,111,652 | | |
$ | - | | |
$ | (21,000 | ) | |
$ | (20,911,606 | ) | |
$ | 596,210 | | |
$ | 2,005,375 | |
Balance | |
| 2 | | |
$ | - | | |
| 1,000 | | |
$ | 1 | | |
| 4,230,116,869 | | |
$ | 4,230,118 | | |
$ | 18,111,652 | | |
$ | - | | |
$ | (21,000 | ) | |
$ | (20,911,606 | ) | |
$ | 596,210 | | |
$ | 2,005,375 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for services | |
| - | | |
| - | | |
| - | | |
| - | | |
| 25,000,000 | | |
| 25,000 | | |
| (6,500 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 18,500 | |
Common stock issued for salaries | |
| - | | |
| - | | |
| - | | |
| - | | |
| 80,357,142 | | |
| 80,357 | | |
| (20,357 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 60,000 | |
Common stock issued for cash | |
| - | | |
| - | | |
| - | | |
| - | | |
| 71,586,542 | | |
| 71,587 | | |
| (36,825 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 34,762 | |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities | |
| - | | |
| - | | |
| - | | |
| - | | |
| 251,957,071 | | |
| 251,957 | | |
| (70,434 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 181,523 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (390,046 | ) | |
| (74,311 | ) | |
| (464,357 | ) |
| |
| | | |
| | | |
| - | | |
| - | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
June 30, 2024 | |
| 2 | | |
$ | - | | |
| 1,000 | | |
$ | 1 | | |
| 4,659,017,624 | | |
$ | 4,659,019 | | |
$ | 17,977,536 | | |
$ | - | | |
$ | (21,000 | ) | |
$ | (21,301,652 | ) | |
$ | 521,899 | | |
$ | 1,835,803 | |
Balance | |
| 2 | | |
$ | - | | |
| 1,000 | | |
$ | 1 | | |
| 4,659,017,624 | | |
$ | 4,659,019 | | |
$ | 17,977,536 | | |
$ | - | | |
$ | (21,000 | ) | |
$ | (21,301,652 | ) | |
$ | 521,899 | | |
$ | 1,835,803 | |
See
accompanying notes to condensed consolidated financial statements.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
| |
For
the Six
Months
Ended
June
30, 2024 | | |
For
the Six
Months
Ended
June
30, 2023 | |
| |
| | |
| |
Cash
flows from operating activities | |
| | | |
| | |
Net
loss | |
$ | (1,228,625 | ) | |
$ | (1,141,137 | ) |
Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Stock-based
compensation to consultants | |
| 1,146,600 | | |
| - | |
Stock-based
compensation to related parties | |
| 42,800 | | |
| 79,600 | |
Loss
on derivative liabilities | |
| 13,826 | | |
| (24,275 | ) |
Change
in fair value of derivative liabilities | |
| (26,483 | ) | |
| 33,712 | |
Gain
on extinguishment of debt | |
| - | | |
| (85,546 | ) |
Amortization
of prepaid stock-based compensation | |
| 14,204 | | |
| 101,162 | |
Amortization
of debt discount | |
| 139,630 | | |
| 221,686 | |
Patent
amortization | |
| 148,387 | | |
| 148,387 | |
Depreciation | |
| 5,441 | | |
| 5,441 | |
Changes
in operating assets and liabilities: | |
| | | |
| | |
Accounts
receivable | |
| 1,907 | | |
| 7,819 | |
Inventory | |
| 4,768 | | |
| 11,036 | |
Prepaid
expenses and other current assets | |
| (671,032 | ) | |
| 70,528 | |
Right-of-use
asset | |
| 13,709 | | |
| 16,654 | |
Accounts
payable | |
| (31,453 | ) | |
| (46,615 | ) |
Accounts
payable - related parties | |
| 3,481 | | |
| (6 | ) |
Accrued
expenses and other current liabilities | |
| 87,627 | | |
| 80,026 | |
Lease
liability | |
| (13,709 | ) | |
| (16,654 | ) |
Net
cash used in operating activities | |
| (348,922 | ) | |
| (538,182 | ) |
| |
| | | |
| | |
CASH
FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Issuance
of note receivable | |
| - | | |
| (800 | ) |
Net
cash used by investing activities | |
| - | | |
| (800 | ) |
| |
| | | |
| | |
Cash
flows from financing activities | |
| | | |
| | |
Payments
on notes payable to related party | |
| (9 | ) | |
| (12 | ) |
Proceeds
from notes payable to related party | |
| 7,869 | | |
| 3,360 | |
Proceeds
from convertible notes payable | |
| 130,000 | | |
| 143,750 | |
Payments
on notes payable | |
| (2,296 | ) | |
| (2,428 | ) |
Proceeds
from sale of preferred stock | |
| 10,000 | | |
| - | |
Proceeds
from sale of common stock | |
| 183,853 | | |
| 488,352 | |
Net
cash provided by financing activities | |
| 329,417 | | |
| 633,022 | |
| |
| | | |
| | |
Net
increase (decrease) in cash, cash equivalents and restricted cash | |
| (19,505 | ) | |
| 94,040 | |
Cash
and cash equivalents at beginning of period | |
| 27,823 | | |
| 29,043 | |
Cash
and cash equivalents at end of period | |
$ | 8,318 | | |
$ | 123,083 | |
| |
| | | |
| | |
Supplemental
cash flow information: | |
| | | |
| | |
Cash
paid for interest | |
$ | 1,132 | | |
$ | 2,091 | |
Cash
paid for income taxes | |
$ | 800 | | |
$ | 800 | |
| |
| | | |
| | |
Non-cash
investing and financing transactions: | |
| | | |
| | |
Original
issuance discount on convertible notes payable | |
$ | 45,800 | | |
$ | 17,500 | |
Debt
discount recorded in connection with derivative liability | |
$ | 30,000 | | |
$ | 142,565 | |
Common
stock issued in conversion of convertible notes payable and interest | |
$ | 319,293 | | |
$ | 657,719 | |
Common
stock issued for prepaid fees | |
$ | 20,000 | | |
$ | 1,831 | |
Common
stock issued for accrued salaries | |
$ | 60,000 | | |
$ | 20,000 | |
Accrued
interest added to principal | |
$ | 3,956 | | |
$ | 9,170 | |
Right
of use asset and lease liability | |
$ | - | | |
$ | 146,244 | |
See
accompanying notes to condensed consolidated financial statements.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
Note
1 – Organization and Business Description
Therapeutic
Solutions International, Inc. (“TSOI” or the “Company”) was organized August 6, 2007, under the name Friendly
Auto Dealers, Inc., under the laws of the State of Nevada. In the first quarter of 2011 the Company changed its name from Friendly Auto
Dealers, Inc. to Therapeutic Solutions International, Inc., and acquired Splint Decisions, Inc., a California corporation.
Business
Description
Currently
the Company is focused on immune modulation for the treatment of several specific diseases. Immune modulation refers to the ability to
upregulate (make more active) or downregulate (make less active) one’s immune system.
Activating
one’s immune system is now an accepted method to treat certain cancers, reduce recovery time from viral or bacterial infections
and to prevent illness. Additionally, inhibiting one’s immune system is vital for reducing inflammation, autoimmune disorders and
allergic reactions.
TSOI
is developing a range of immune-modulatory agents to target certain cancers, schizophrenia, suicidal ideation, traumatic brain injury,
and for daily health.
Nutraceutical
Division – TSOI has been producing high quality nutraceuticals. Its current flagship product, QuadraMune®, is a multi-patented
synergistic blend of pterostilbene, sulforaphane, epigallocatechin-3-gallate, and thymoquinone. QuadraMune has been shown to increase
Natural Killer Cell activity and healthy Cytokine production.
Regenerative
Medicine – TSOI obtained exclusive rights to a patented adult stem cell for development of therapeutics in the area of chronic
traumatic encephalopathy (CTE) and traumatic brain injury (TBI) and Lung Pathology (LP).
The
stem cell licensed, termed “JadiCell” is unique in that it possesses features of mesenchymal stem cells, however, outperforms
these cells in terms of a) enhanced growth factor production; b) augmented ability to secrete exosomes; and c) superior angiogenic and
neurogenic ability. Subsequent to this acquisition the Company has filed an additional 22 patents on this population of unique mesenchymal
like stromal cells.
Immunotherapies
TSOI
has a large portfolio of immunotherapies that range from dendritic cell vaccines for cancers to parkinson’s disease developed on
our StemVacs platform.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
Going
Concern
Management
does not expect existing cash as of June 30, 2024, to be sufficient to fund the Company’s operations for at least twelve months
from the issuance date of these financial statements. These financial statements have been prepared on a going concern basis which assumed
the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of June 30, 2024,
the Company has incurred losses totaling $21.3 million since inception, has not yet generated material revenue from operations, and will
require additional funds to maintain its operations. These factors raise substantial doubt regarding the Company’s ability to continue
as a going concern within one year after the consolidated financial statements are issued. The Company’s ability to continue as
a going concern is dependent upon its ability to generate future profitable operations and obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating
costs over the next twelve months through its existing financial resources and we may also raise additional capital through equity offerings,
debt financings, collaborations and/or licensing arrangements. If adequate funds are not available on acceptable terms, we may be required
to delay, reduce the scope of, or curtail, our operations. The accompanying consolidated financial statements do not include any adjustments
to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.
Note
2 – Basis of presentation and significant accounting policies
Basis
of Presentation
The
condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted
accounting principles (“U.S. GAAP”). In the opinion of the Company’s management, the consolidated financial
statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the
Company’s financial position for the periods presented. These financial statements should be read in conjunction with the annual audited financial statements.
Principles
of Consolidation
The
accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc., its wholly owned subsidiaries,
its 68% owned subsidiary Res Nova Bio, Inc. and its 44.56% owned subsidiary Campbell Neurosciences, Inc. All significant intercompany
balances and transactions have been eliminated in consolidation. No material activity in any subsidiaries.
Accounts
Receivable
On
January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments (ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred
to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining
estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally
applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance
sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at
the net amount expected to be collected by using an allowance for credit losses.
The
company looks at historical losses, assesses current and future events to adjust historical information as necessary, and applies percentages
to accounts receivable balances based on aging.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
The
company recorded an allowance for doubtful accounts of $10,647 and $6,807, respectively as of both June 30, 2024 and December 31, 2023,
respectively.
Revenue
Recognition
The
Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). In
accordance with ASC 606, the Company applies the following methodology to recognize revenue:
|
1) |
Identify
the contract with a customer. |
|
|
|
|
2) |
Identify
the performance obligations in the contract. |
|
|
|
|
3) |
Determine
the transaction price. |
|
|
|
|
4) |
Allocate
the transaction price to the performance obligations in the contract. |
|
|
|
|
5) |
Recognize
revenue when (or as) the entity satisfies a performance obligation. |
ASC
606 provides that sales revenue is recognized when control of the promised goods or services is transferred to customers at an amount
that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company generally
satisfies performance obligations upon shipment of the product or service to the customer. This is consistent with the time in which
the customer obtains control of the product or service.
The
sales were $41,819 and $49,431 as of June 30, 2024, and 2023, respectively.
Returns.
Revenue is adjusted based on an estimate of the expected returns based on historical rates. Our
estimate of the provision for returns is based upon our most recent historical experience of actual customer returns. Additionally, we
consider other factors when estimating our current period return provision, including levels of inventory in our distribution channel
as well as significant market changes which may impact future expected returns, and make adjustments to our current period provision
for returns when it appears product returns may differ from our original estimates. These returns have not been significant to the Company’s
revenues in the accompanying financial statements.
Wholesale
policies:
Delivery.
The Goods shall be deemed delivered when Buyer has accepted delivery at the above-referenced location. The shipping method shall
be determined by Seller, but Buyer will not be responsible for shipping costs.
Purchase
Price & Payments. Seller agrees to sell the Goods to Buyer for Fifty Percent (50%) off Sellers listed retail price. Seller will
provide an invoice to Buyer at the time of delivery. All invoices must be paid, in full, within thirty (30) days. Any balances not paid
within thirty (30) days will be subject to a five percent (5%) late payment penalty. In the event Buyer exceeds the aggregate of $500,000
worth of aforementioned products having been purchased, delivered, and paid for, Buyer will be entitled to an additional Five Percent
(5%) discount up to the aggregate of $750,000.00. In the event Buyer exceeds the aggregate of $750,000 worth of aforementioned products
having been purchased, delivered, and paid for, Buyer will be entitled to an additional Five Percent (5%) discount up to the aggregate
of $1,500,000.00. All future sales after an initial $1,500,000 in aggregate purchases will be sold at 60% off retail.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
Inspection
of Goods & Rejection. Buyer is entitled to inspect the Goods upon delivery. If the Goods are unacceptable for any reason, Buyer
must reject them at the time of delivery up to five (5) business days from the date of delivery. If Buyer has not rejected the Goods
within five (5) business days from the date of delivery, Buyer shall have waived any right to reject that specific delivery of Goods.
In the event Buyer rejects the Goods, Buyer shall allow Seller a reasonable time to cure the deficiency. A reasonable time period shall
be determined by industry standards for the particular Goods, as well as the Seller and Buyer.
Risk
of Loss. Risk of loss will be on the Seller until the time when the Buyer accepts delivery. Seller shall maintain any and all necessary
insurance in order to insure the Goods against loss at Seller’s own expense.
Retail
policies of e-commerce:
Shipping.
Shipping Time — Most orders will ship the next business day, provided the product ordered is in stock. Orders are not processed
or shipped on Saturday or Sunday, except by prior arrangement. We cannot guarantee when an order will arrive. Consider any shipping or
transit time offered to the customer by this site or other parties only as an estimate. We encourage the customer to order in a timely
fashion to avoid delays caused by shipping or product availability. Fulfillment mistakes that may be made which result in the shipment
of incorrect products to the customer will also be accepted for return.
Out
of Stock. We will ship the customer’s product as it becomes available. Usually, products ship by the next business day. However,
there may be times when the product the customer had ordered is out-of-stock, which will delay fulfilling the customer’s order.
We will keep the customer informed of any products that the customer had ordered that are out-of-stock and unavailable for immediate
shipment. The Customer may cancel their order at any time prior to shipping.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2024 and December
31, 2023, the Company had $0 in excess of the FDIC insured limit.
Inventories
Inventories
are stated at lower of cost (using the first-in, first-out method, “FIFO”) or market. Inventories consist of purchased materials
and assembly items.
Derivative
Liabilities
A
derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap,
option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other
contracts and for hedging activities.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
As
a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company
entered into certain debt financing transactions in fiscal 2024 and 2023, as disclosed in Note 7 containing certain conversion features
that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments
within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out
basis.
The
classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during
a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on
the number of times a contract may be reclassified.
Instruments
classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification)
and the change in fair value is recorded on our consolidated statement of operations. We recorded derivative liabilities of $47,220 and
$181,070 at June 30, 2024 and December 31, 2023, respectively.
Fair
Value of Financial Instruments
The
Company’s financial instruments consist of cash and cash equivalents, prepaids, convertible notes, and payables. The carrying amount
of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items.
Fair
value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an
orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on
assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed
by level within the following fair value hierarchy:
Level
1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level
2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability
through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level
3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing
the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent
in the inputs to the model.
When
determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable
market data is not available. As of June 30, 2024 and December 31, 2023, the Company has level 3 fair value calculations on derivative
liabilities.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
The
following is the change in derivative liability for the six months ended June 30, 2024:
Schedule
of Change in Derivative Liability
Balance, December 31, 2023 | |
$ | 181,070 | |
Issuance of new derivative liabilities | |
| 85,264 | |
Conversions | |
| (192,631 | ) |
Change in fair market value of derivative liabilities | |
| (26,483 | ) |
Balance, June 30, 2024 | |
$ | 47,220 | |
Use
of Estimates
Estimates
were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could
differ materially from those estimates.
Comprehensive
Loss
Comprehensive
loss for the periods reported was comprised solely of the Company’s net loss.
Non-Controlling
Interests
Non-controlling
interests disclosed within the consolidated statement of operations represent the minority ownership’s 68% share of net losses
of Res Nova Bio, Inc. and 44.56% share of net losses of Campbell Neurosciences, Inc. incurred during the six months ended June 30, 2024.
Net
Loss Per Share
Basic
loss per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding
during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such
additional common shares were dilutive. Since we had net losses for all the periods presented, basic and diluted loss per share are the
same, and additional potential common shares have been excluded as their effect would be antidilutive.
As
of June 30, 2024, and 2023 a total of 1,605,641,025 and 586,973,744, respectively, potential
common shares, consisting of shares underlying outstanding convertible notes payable were excluded as their inclusion would be antidilutive.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
Depreciation
and Amortization
Depreciation
is calculated using the straight-line method over the estimated useful lives of the assets. Amortization is computed using the straight-line
method over the term of the agreement. Depreciation expense for the six months ended June 30, 2024, and 2023 were $5,441 and $5,441,
respectively.
Intangible
Assets
Intangible
assets consisted primarily of intellectual properties such as proprietary nutraceutical formulations. Intellectual assets are capitalized
in accordance with ASC Topic 350 “Intangibles – Goodwill and Other.” Intangible assets with finite lives are amortized
over their respective estimated lives and reviewed for impairment whenever events or other changes in circumstances indicate that the
carrying amount may not be recoverable. Amortization expense for the six months ended June 30, 2024, and 2023 was $148,387 and $148,387,
respectively.
Long-lived
Assets
In
accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed
on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the
sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured
as the excess of the carrying amount of the asset over its estimated fair value.
Shipping
and Handling
The
Company recognizes shipping and handling billed to customers as a component of net revenues, and the cost of shipping and handling within
the general administrative expenses.
Advertising
Advertising
costs are expensed as incurred. Advertising expense for the six months ended June 30, 2024 and 2023 were $696 and $1,084, respectively.
Research
and Development
Research
and Development costs are expensed as incurred. Research and Development expenses were $76,182 and $261,267 for the six months ended
June 30, 2024, and 2023, respectively.
Income
Taxes
The
Company accounts for income taxes under ASC 740 “Income Taxes,” which codified SFAS 109, “Accounting for
Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.
109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided
for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
Stock-Based
Compensation
Compensation
expense for stock issued to employees is determined as the fair value of consideration or services received or the fair value of the
equity instruments issued, whichever is more reliably measured. The Financial Accounting Standards Board (FASB) issued ASU 2018-07 to
expand the scope of Topic 718 to include share-based payments issued to non-employees. The effective date for public companies is for
fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective
date is the fiscal years beginning after December 15, 2019. The Company adopted during the year ended December 31, 2018 for which there
was no impact on the consolidated financial statements. The Company issues shares for multiyear consulting agreements which are restricted
and nonrefundable shares.
Leases
On
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance
sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. ASU 2016-02
became effective for the Company in the first quarter of 2019 and was adopted on a modified retrospective transition basis for leases
existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company
recorded a Right-of-use asset and a Lease Liability of $111,848 as of June 30, 2024.
Recently
Issued Accounting Pronouncements
In
August 2020, the FASB issued ASU 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
(“ASU 2020-06”). This update simplifies the accounting for certain convertible instruments by removing the separation models
for convertible debt with a cash conversion feature and for convertible instruments with a beneficial conversion feature. As a result,
more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion
features. Additionally, this update amends the diluted earnings per share calculation for convertible instruments by requiring the use
of the if-converted method. The treasury stock method is no longer available. Entities may adopt the requirements of ASU 2020-06 using
either a full or modified retrospective approach, and it is effective for public businesses, excluding entities eligible to be smaller
reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all
other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those
fiscal years. The accounting guidance has been adopted with no significant financial statement impact.
Management
does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material
impact on the Company’s financial statement presentation or disclosures.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
Note
3 – Prepaid expense and other current assets
Prepaid
expenses and other current assets consist of the following:
Schedule of Prepaid Expenses and Other Current Assets
| |
June 30, 2024 | | |
December
31, 2023 | |
| |
| | |
| |
Prepaid consulting | |
$ | 15,083 | | |
$ | 11,037 | |
Insurance | |
| 613 | | |
| 1,167 | |
Prepaid costs and other | |
| 677,161 | | |
| 4,116 | |
Total | |
$ | 692,857 | | |
$ | 16,320 | |
Note
4 – Fixed assets
Fixed
assets consist of the following:
Schedule of Fixed Assets
| |
June 30, 2024 | | |
December
31, 2023 | |
| |
| | |
| |
Land | |
$ | 347,381 | | |
$ | 347,381 | |
Vehicles | |
| 50,514 | | |
| 50,514 | |
Computer hardware | |
| 6,135 | | |
| 6,135 | |
Office furniture and equipment | |
| 7,912 | | |
| 7,912 | |
Shipping and other equipment | |
| 1,575 | | |
| 1,575 | |
Total | |
| 413,517 | | |
| 413,517 | |
Accumulated depreciation | |
| (44,602 | ) | |
| (39,162 | ) |
Property and equipment, net | |
$ | 368,915 | | |
$ | 374,355 | |
Depreciation
expenses were $5,441 and $5,441 for the six months ended June 30, 2024, and 2023, respectively.
Note
5 – Other assets
Schedule
of other assets
|
|
June
30, 2024 |
|
|
December
31, 2023 |
|
|
|
|
|
|
|
|
License,
net |
|
$ |
2,553,676 |
|
|
$ |
2,702,064 |
|
Prepaid
consulting |
|
|
292 |
|
|
|
- |
|
Deposit |
|
|
4,123 |
|
|
|
4,123 |
|
Licenses,
net |
|
$ |
2,558,091 |
|
|
$ |
2,706,187 |
|
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
As
of June 1, 2019, we entered into a license agreement, which will be amortized over the life of the Patent. The Patent expires December
31, 2032. The Exclusive Patent License to the Jadi Cell is for use under the designated areas of CTE (Chronic Traumatic Encephalopathy),
and TBI (Traumatic Brain Injury). The Jadi Cell is an cGMP grade and Research grade manufactured allogenic mesenchymal stem cells derived
from US Patent No.: 9,803,176 B2.
Prepaid
consulting agreements are for one to two years and are expensed monthly over the term of the agreement. The net licenses amount above
consists of the following:
Schedule of Net Licenses
| |
June
30, 2024 | | |
December
31, 2023 | |
| |
| | |
| |
License | |
$ | 3,261,122 | | |
$ | 3,261,122 | |
Accumulated amortization | |
| (707,446 | ) | |
| (559,058 | ) |
Licenses, net | |
$ | 2,553,676 | | |
$ | 2,702,064 | |
Amortization
expense for the six months ended June 30, 2024, and 2023 was $148,387 and $148,387, respectively.
Note
6 - Notes Payable-Related Party
Notes
payable-related parties consist of:
Schedule
of Notes Payable Related Parties
| |
June 30, 2024 | | |
December
31, 2023 | |
| |
| | |
| |
Various notes payable – Board of Directors Member, unsecured, including interest at 10% per annum, with maturity dates ranging from January 2024 to November 2024 | |
$ | 14,379 | | |
$ | 6,510 | |
Three notes payable – Chief Executive Officer, unsecured, including interest at 8%, 10% and 10% per annum, respectively, with maturity date of December 31, 2019 | |
| 31,360 | | |
| 30,604 | |
One note payable – Chief Executive Officer, unsecured, no interest, paid from a % of revenues | |
| 534,419 | | |
| 534,427 | |
Note payable – unsecured, including interest at 8% per annum, with a maturity date of December 31, 2019 | |
| 134,400 | | |
| 131,200 | |
| |
$ | 714,558 | | |
$ | 702,741 | |
At
June 30, 2024 and 2023, the Company has unsecured interest-bearing demand notes outstanding to certain officers and directors amounting
to $714,558 and $692,284 respectively. Interest accrued on these notes during the six months ended June 30, 2024, and 2023 was $4,554
and $1,978, respectively.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
Note
7 – Convertible Notes Payable
At
various times during the six months ended June 30, 2024, the Company entered into convertible promissory notes with principal amounts
totaling $175,800 with a third party for which the proceeds were used for operations. The Company received net proceeds of $130,000 and
a $45,800 original issuance discount was recorded. Three of these notes in the principal amount of $140,800 incur a one-time interest
charge of 15% at the issuance date, which was withheld as an original issuance discount, and are due in four monthly payments ranging
from August 15, 2024 through March 15, 2025. These notes are only convertible following a default event at a conversion price equal to
63% of the average of the three (3) lowest trading prices of the Company’s common stock during the fifteen (15) trading days immediately
preceding the applicable conversion date. The remaining convertible promissory notes incur interest at 10% per annum and mature on dates
ranging from November 2024 to January 2025. The convertible promissory notes are convertible to shares of the Company’s common
stock 180 days after issuance. The conversion price per share is equal to 63% of the average of the three (3) lowest trading prices of
the Company’s common stock during the fifteen (15) trading days immediately preceding the applicable conversion date. The trading
price is defined within the agreement as the closing bid price on the applicable trading market. The Company has the option to prepay
the convertible notes in the first 180 days from closing subject to prepayment penalties ranging from 120% to 145% of principal balance
plus interest, depending upon the date of prepayment. The convertible promissory notes include various default provisions for which the
default interest rate increases to 22% per annum with the outstanding principal and accrued interest increasing by 150%. The Company
was required to reserve at June 30, 2024 a total of 1,605,641,025 common shares in connection with these promissory notes.
Derivative
liabilities
These
convertible promissory notes are convertible into a variable number of shares of common stock for which there is not a floor to the number
of common stock we might be required to issue. Based on the requirements of ASC 815 Derivatives and Hedging, the conversion feature represented
an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability
is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes
in the derivative liability fair value are reported in operating results each reporting period.
For
the notes issued during the six months ended June 30, 2024, the Company valued the conversion feature on the date of issuance resulting
in an initial liability of $85,264. Since the fair value of the derivative was in excess of the proceeds received, a full discount to
convertible notes payable and a day one loss on derivative liabilities of $55,264 was recorded during the six months ended June 30, 2024.
Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions:
conversion price of $0.006, the closing stock price of the Company’s common stock on the date of valuation of $0.0018, an expected
dividend yield of 0%, expected volatility of 164%, risk-free interest rate of 4.82%, and an expected term of one year.
During
the six months ended June 30, 2024, convertible notes with principal and accrued interest balances totaling $168,100 were converted into
376,836,794 shares of common stock. At each conversion date, the Company recalculated the value of the derivative liability associated
with the convertible note recording a gain (loss) in connection with the change in fair market value. In addition, the fair value of
the shares of common stock issued in excess or deficit of the pro-rata portion of the derivative liability as compared to the portion
of the convertible note converted was recorded as a loss or gain on derivative liabilities. During the six months ended June 30, 2024,
the Company recorded $41,437 to gain on derivative liabilities in connection with these conversions. The derivative liabilities were
revalued using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.0003 to $0.0007,
the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0013, an expected dividend
yield of 0%, expected volatility ranging from 106% to 160%, risk-free interest rates ranging from 4.83% to 5.21%, and expected terms
of 0.43 to 0.49 years.
On
June 30, 2024, the derivative liabilities on the remaining convertible notes were revalued at $47,220 resulting in a gain of $26,483
for the six months ended June 30, 2024, related to the change in fair value of the derivative liabilities. The derivative liabilities
were revalued using the Black-Scholes option pricing model with the following assumptions: exercise price of $0.0005, the closing stock
price of the Company’s common stock on the date of valuation of $0.001, an expected dividend yield of 0%, expected volatility of
184%, risk-free interest rate of 5.09%, and an expected term of 0.53 years.
The
Company amortizes the discounts over the term of the convertible promissory notes using the straight-line method which is similar to
the effective interest method. During the six months ended June 30, 2024 and 2023, the Company amortized $139,630 and $221,686 to interest
expense, respectively. As of June 30, 2024, discounts of $48,554 remained which will be amortized through January 2025.
THERAPEUTIC
SOLUTIONS INTERNATIONAL, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2024
Note
8 – Equity
Our
authorized capital stock consists of an aggregate of 5,505,000,000 shares, comprised of 5,500,000,000 shares of common stock, par value
$0.001 per share, and 5,000,000 shares of preferred stock, which may be issued in various series from time to time and the rights, preferences,
privileges, and restrictions of which shall be established by our board of directors. As of June 30, 2024, we have 4,659,017,624 shares
of common stock and 1,002 shares preferred shares issued and outstanding.
Our
non-controlling interest’s authorized capital stock consists of an aggregate of 505,000,000 shares, comprised of 500,000,000 shares
of common stock, par value $0.0001 per share