Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 September 30, 2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission file number: 001-14332

NOVELSTEM INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Florida		65-0385686
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2255 Glades Road, Suite 221A, Boca Raton, FL		33431
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(410) 598-9024

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at November 13, 2024
Common Stock, $0.01 par value per share		46,881,475

NOVELSTEM INTERNATIONAL CORP.

Quarterly Report on Form 10-Q

for the Quarterly Period Ended June 30, 2024

TABLE OF CONTENTS

		PAGE

Part I Financial Information

Item 1. Unaudited Condensed Financial Statements:

Unaudited Condensed Balance Sheets as of September 30, 2024 and December 31, 2023		3

Unaudited Condensed Statements of Operations for the nine and three months ended September 30, 2024 and 2023		4

Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the nine months ended September 30, 2024 and 2023		5

Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023		6

Notes to Unaudited Condensed Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

Item 3. Quantitative and Qualitative Disclosures About Market Risk		18

Item 4. Controls and Procedures		18

Part II Other Information

Item 1. Legal Proceedings		18

Item 1A. Risk Factors		19

Item 6. Exhibits		19

Signatures		20

PART I

ITEM 1.

UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOVELSTEM INTERNATIONAL CORP.

CONDENSED BALANCE SHEETS

	2024			2023
	As of
	September 30,			December 31,
	2024			2023
	(Unaudited)

ASSETS
Current assets:
Cash	$	45,319		$	53,063
Accounts receivable, administrative fees		7,500			-
Prepaid expenses		16,118			33,540
Total current assets		68,937			86,603
Investment in NetCo Partners		129,545			133,709
Note receivable, NewStem Ltd.		-			250,000
Investment in NewStem Ltd		-			1,784,234
Total assets	$	198,482		$	2,254,546

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	105,317		$	54,257
Notes payable		250,000			250,000
Current portion of long-term notes payable, including accrued interest		3,117,899			-
Accrued expenses		126,015			42,223
Total current liabilities		3,599,231			346,480
Long-term liabilities:
Long-term notes payable, including accrued interest, net		833,924			3,324,599
Convertible debt, including accrued interest		105,622			-
Derivative liability, guarantee		650,000			535,000
Total long-term liabilities		1,589,546			3,859,599
Total liabilities		5,188,777			4,206,079
Commitments and contingencies (see Note 7)		-			-
Shareholders’ deficit:
Common stock, $.01 par value, 100,000,000 shares authorized, 50,316,672 shares issued, and 46,881,475 shares outstanding as of September 30, 2024 and December 31, 2023		468,815			468,815
Additional paid-in capital		290,938,482			290,907,217
Accumulated deficit		(296,197,838	)		(293,127,811	)
Treasury stock, at cost, 3,435,197 shares as of September 30, 2024 and December 31, 2023		(199,754	)		(199,754	)
Total shareholders’ deficit		(4,990,295	)		(1,951,533	)
Total liabilities and shareholders’ deficit	$	198,482		$	2,254,546

The accompanying notes are an integral part of these unaudited condensed financial statements.

NOVELSTEM INTERNATIONAL CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	2024			2023			2024			2023
	Nine Months Ended						Three Months Ended
	September 30,						September 30,
	2024			2023			2024			2023

Administrative fee income	$	9,000		$	9,000		$	3,000		$	9,000
Operating expenses:
General and administrative expenses		893,887			635,360			566,551			84,208
Litigation expenses (contra expenses) (Note 7)		-			2,805,884			-			473,221
Total operating expenses		893,887			3,441,244			566,551			557,429
Loss from operations		(884,887	)		(3,432,244	)		(563,551	)		(548,429	)
Other expenses:
Loss on derivative instrument		90,000			500,000			115,000			445,205
Interest expense		306,742			56,274			105,336			28,450
Total other expenses		396,742			556,274			220,336			473,655
Loss before income taxes		(1,281,629	)		(3,988,518	)		(783,887	)		(1,022,084	)
Provision for income tax		-			-			-			-
Loss before equity in net income of equity method investees		(1,281,629	)		(3,988,518	)		(783,887	)		(1,022,084	)
Equity in net loss of equity method investees		(159,741	)		(251,527	)		(51,578	)		(74,381	)
Impairment of equity method investee, NewStem		(1,628,657	)		-			(1,628,657	)		-
Net loss	$	(3,070,027	)	$	(4,240,045	)	$	(2,464,122	)	$	(1,096,465	)

Basic and diluted net loss per share:
Net loss per share - basic and diluted	$	(0.07	)	$	(0.09	)	$	(0.05	)	$	(0.02	)
Weighted average number of shares outstanding - basic and diluted		46,881,475			46,881,475			46,881,475			46,881,475

The accompanying notes are an integral part of these unaudited condensed financial statements.

NOVELSTEM INTERNATIONAL CORP.

CONDENSED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(UNAUDITED)

For the Nine Months Ended September 30, 2024:

	Shares		Stock		Capital		Deficit			Shares		Stock			Deficit
					Additional					Number of					Total
	Number of		Common		Paid-In		Accumulated			Treasury		Treasury			Shareholders’
	Shares		Stock		Capital		Deficit			Shares		Stock			Deficit

Balance, January 1, 2024		46,881,475	$	468,815	$	290,907,217	$	(293,127,811	)		3,435,197	$	(199,754	)	$	(1,951,533	)
Net loss		-		-		-		(303,280	)		-		-			(303,280	)
Stock option compensation		-		-		13,493		-			-		-			13,493
Balance, March 31, 2024		46,881,475	$	468,815	$	290,920,710	$	(293,431,091	)		3,435,197	$	(199,754	)	$	(2,241,320	)
Net loss		-		-		-		(302,625	)		-		-			(302,625	)
Stock option compensation		-		-		8,838		-			-		-			8,838
Balance, June 30, 2024		46,881,475	$	468,815	$	290,929,548	$	(293,733,716	)		3,435,197	$	(199,754	)	$	(2,535,107	)
Net loss		-		-		-		(2,464,122	)		-		-			(2,464,122	)
Stock option compensation		-		-		8,934		-			-		-			8,934
Balance, September 30, 2024		46,881,475	$	468,815	$	290,938,482	$	(296,197,838	)		3,435,197	$	(199,754	)	$	(4,990,295	)

For the Nine Months Ended September 30, 2023:

					Additional					Number of					Total
	Number of		Common		Paid-In		Accumulated			Treasury		Treasury			Shareholders’
	Shares		Stock		Capital		Deficit			Shares		Stock			Deficit

Balance, January 1, 2023		46,881,475	$	468,815	$	290,604,327	$	(288,940,510	)		3,435,197	$	(199,754	)	$	1,932,878
Net loss		-		-		-		(268,821	)		-		-			(268,821	)
Stock option compensation		-		-		15,077		-			-		-			15,077
Balance, March 31, 2023		46,881,475	$	468,815	$	290,619,404	$	(289,209,331	)		3,435,197	$	(199,754	)	$	1,679,134
Net loss		-		-		-		(2,874,759	)		-		-			(2,874,759	)
Stock option compensation		-		-		260,282		-			-		-			260,282
Balance, June 30, 2023		46,881,475	$	468,815	$	290,879,686	$	(292,084,090	)		3,435,197	$	(199,754	)	$	(935,343	)
Balance		46,881,475	$	468,815	$	290,879,686	$	(292,084,090	)		3,435,197	$	(199,754	)	$	(935,343	)
Net loss		-		-		-		(1,096,465	)		-		-			(1,096,465	)
Stock option compensation		-		-		17,147		-			-		-			17,147
Balance, September 30, 2023		46,881,475	$	468,815	$	290,896,833	$	(293,180,555	)		3,435,197	$	(199,754	)	$	(2,014,661	)
Balance		46,881,475	$	468,815	$	290,896,833	$	(293,180,555	)		3,435,197	$	(199,754	)	$	(2,014,661	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

NOVELSTEM INTERNATIONAL CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	2024			2023
	Nine Months Ended
	September 30,
	2024			2023

Cash flows from operating activities:
Net loss	$	(3,070,027	)	$	(4,240,045	)
Equity in loss of equity method investees		159,741			251,528
Impairment loss, NewStem		1,628,657			-
Distribution from NetCo Partners		-			6,875
Bad debt expense		500,000			-
Accretion of discount on note payable		133,149			30,411
Loss on derivative instrument		90,000			500,000
Legal fees and litigation funding fees funded by litigation funding agreement		-			2,799,196
Accrued interest added to long-term notes payable		77,931			25,055
Stock-based compensation		31,265			292,506
Change in operating assets and liabilities:
Accounts receivable, administrative fees		(7,500	)		12,000
Prepaid expenses		17,422			(2,458	)
Accounts payable		51,060			2,022
Accrued expenses		155,558			53,527
Net cash used in operating activities		(232,744	)		(269,383	)

Cash flows from investing activities:
Loans made		(250,000	)		-
Net cash used in investing activities		(250,000	)		-

Cash flows from financing activities:
Proceeds from convertible debt		100,000			-
Proceeds from long term notes payable		375,000			270,000
Net cash provided by financing activities		475,000			270,000

Net change in cash		(7,744	)		617
Cash at the beginning of the period		53,063			6,346
Cash at the end of the period	$	45,319		$	6,963

Supplemental cash flow information:
Cash paid during the period for:
Interest	$	1,103		$	807

The accompanying notes are an integral part of these unaudited condensed financial statements.

NOVELSTEM INTERNATIONAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—NATURE OF OPERATIONS

Description of Business

NovelStem International Corp. (“NovelStem” or the “Company”) is a holding company whose principal asset is a 50% equity interest in NetCo Partners (“NetCo”). The Company also holds an approximately 31% interest in NewStem Ltd, an Israeli biotech company (“NewStem”) which is currently in the process of liquidation. NovelStem was formerly known as Hollywood Media Corp. The Company was incorporated in the State of Florida on January 22, 1993 and changed its name to NovelStem International Corp. in September 2018.

NetCo is a legacy media business interest which owns “Net Force”, a media franchise.

Going Concern, Liquidity and Management’s Plans

Since inception, the Company has accumulated a deficit of approximately $296,000,000. The accumulated deficit of the Company subsequent to its business focus shift and name change in September 2018 is approximately $9,530,000 which is comprised primarily of allocated losses from equity method investments and general and administrative costs incurred by the Company.

The Company will need to obtain additional funds to continue its operations. Management’s plans with regard to these matters include additional financing and fundraising as well as monetization of assets held related to equity method investments. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from financing on terms acceptable to the Company, or that the Company will realize any value from the intangible assets of NewStem, which is currently in the process of liquidation due to its inability to raise funds for continued operations (see Note 3).

The Company has in place a finance agreement with two individuals who are shareholders and directors under which it borrowed $750,000 and an additional finance agreement with a shareholder under which it borrowed $300,000 for working capital needs (see Note 4). Additionally, the Company entered into additional finance agreements with unrelated parties in December 2023 and April 2024 under which it borrowed an additional $450,000 for working capital needs and to fund NewStem (see Note 4). As of the date of these financial statements, all funds available pursuant to these agreements have been received and these borrowings are projected to fund operations through November 2024. The Company will need to obtain additional funds to continue operations for the next 12 months.

In view of the matters described above, the Company’s ability to meet financing requirements is dependent upon the ability to complete additional fundraising or obtain additional financing, and/or monetize its investment in NetCo, along with monetizing intangible assets of NewStem. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.

The accompanying unaudited condensed financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on April 1, 2024, from which the Company derived the balance sheet data at December 31, 2023.

Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the Company’s Form 10K filed with the Securities and Exchange Commission on April 1, 2024 for the years ended December 31, 2023 and 2022.

Equity Investments

Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors, including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s balance sheets or statements of operations; however, the Company’s share of the earnings or losses of the investee company is reflected in the caption “Equity in net loss of investee company” in the statements of operations. The Company’s carrying value in an equity method investee company is reflected in the caption “Investment in investee company’ in the Company’s balance sheets.

The Company reviews equity investments for impairment on an annual basis, or earlier if events or changes in circumstances indicate that the carrying amounts might not be recoverable.

The Company holds a minority investment in an entity, NewStem, which is currently undergoing liquidation (accounted for pursuant to the equity method of accounting). Additionally, the Company is a 50% partner in NetCo (which is accounted for pursuant to the equity method of accounting). See Note 3.

Derivative Financial Instruments

The Company has in place a financial instrument, in the form of a note payable, with an identified embedded derivative in the form of a guarantee. The identified embedded derivative has been bifurcated and accounted for separately. Such derivative financial instruments are measured at fair value at each financial statement reporting date. If the fair value of a financial liability (the derivative) exceeds the proceeds received for the issuance of a hybrid instrument in an arm’s length transaction with no rights or privileges that require separate accounting recognition as an asset identified, then the embedded derivative is recorded at fair value with the excess of fair value over proceeds recognized as a loss in earnings. During the nine months ended September 30, 2024, the Company recognized a loss on derivative financial instruments of $90,000. Proceeds from the note payable are included in cash from financing instruments and the loss on derivative instrument is included as an adjustment to reconcile net loss to net cash used in operating activities in the statement of cash flows for the nine months ended September 30, 2024.

Basic and Diluted Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares outstanding during the period, excluding treasury stock. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net loss per share if the effect of doing so would be antidilutive.

The following data represents the amounts used in computing earnings per share and the effect on net loss and the weighted average number of shares of dilutive potential common stock (unaudited):

	2024			2023			2024			2023
	Nine Months Ended September 30,						Three Months Ended September 30,
	2024			2023			2024			2023
Net loss attributable to common shareholders	$	(3,070,027	)	$	(4,240,045	)	$	(2,464,122	)	$	(1,096,465	)

Weighted average shares outstanding:
-Basic		46,881,475			46,881,475			46,881,475			46,881,475
Add: Warrants		-			-			-			-
Add: Stock options		-			-			-			-
-Diluted		46,881,475			46,881,475			46,881,475			46,881,475

Basic and diluted net loss per share	$	(0.07	)	$	(0.09	)	$	(0.05	)	$	(0.02	)

Options and warrants excluded from the computation of earnings per share:

SCHEDULE OF WARRANTS AND STOCK OPTIONS

	2024		2023		2024		2023
	Nine Months Ended September 30,				Three Months Ended September 30,
	2024		2023		2024		2023
Warrants		3,000,000		3,000,000		3,000,000		3,000,000
Stock options		6,360,000		5,760,000		6,360,000		5,760,000
Anti-dilutive securities		6,360,000		5,760,000		6,360,000		5,760,000

NOTE 3—EQUITY METHOD INVESTMENTS

Investment in NewStem

In 2018, the Company entered into a Share Purchase Agreement with NewStem and other related parties to provide aggregate funding of up to $4,000,000 to NewStem. This funding was to be provided through the sale of up to 50,000 common shares of NewStem to the Company representing 33% of New Stem’s outstanding shares. In 2018, the Company purchased 25,000 shares of NewStem for $2,000,000 acquiring an ownership interest of 20%. The Company made additional investments in 2019 and 2020 purchasing 12,500 shares each year for a $1,000,000 investment each year. NewStem sold and issued shares to third party investors in 2021, 2022 and 2023 resulting in the Company recognizing a gain on dilution of equity method investment. These transactions resulted in the Company having an ownership interest of 30.51% as of September 30, 2024 and December 31, 2023.

The Company accounts for its investment in NewStem under the equity method. As of December 31, 2023, the carrying value of the investment in NewStem exceeded its portion of the underlying net assets of NewStem by approximately $1,800,000. The excess related to identified intangible assets including license agreements, specialized work force (goodwill) and two separate projects of in process research and development (“IPR&D”) related to stem cell-based diagnostics and therapeutics for cancer chemotherapies.

The Company assesses its investment in NewStem for impairment on an annual basis or more frequently if indicators of impairment exist. During the three months ended September 30, 2024 indicators of impairment became evident due to the inability of NewStem to raise funds to continue operations. Due to the inability to raise funds, NewStem has been unable to continue operations and is in the process of liquidation. The intangible assets of NewStem, including license agreements, have reverted to Yissum (the commercial division of Hebrew University). The Company is in negotiations with Yissum regarding the potential monetization of these intangible assets and the percentages of any funds to be received by the Company. Due to the current uncertainty of the recovery of any value from these intangible assets and the liquidation status of NewStem, the Company has fully impaired the investment in NewStem and reduced the carrying value to zero ($0) at September 30, 2024, recognizing an impairment loss of $1,628,657 during the nine and three months ended September 30, 2024.

During the nine months ended September 30, 2024, the Company recorded a reimbursement due to NewStem of approximately $44,000 (included in accounts payable in the accompanying balance sheet) for audit and accounting related costs. During the nine and three months ended September 30, 2023, the Company reimbursed NewStem for audit related costs of approximately $51,000 and $7,000, respectively.

The Company signed an agreement (the “Purchase Agreement”) on June 20, 2024 to acquire the remainder of NewStem in exchange for 25,248,525 shares of Company stock as well as funding for NewStem operations in the amount of $300,000 within 30 days of the Purchase Agreement date and an additional $750,000 in capital funding to be provided to NewStem by October 15, 2024.

In anticipation of this transaction, the Company advanced $250,000 to NewStem in December 2023 and an additional $250,000 in March 2024. The related note agreement bears no interest and is payable on December 30, 2024. The agreement provides for discharge of the note upon the closing of the anticipated acquisition transaction. The Purchase Agreement was not fully consummated, and no Company shares were issued to NewStem shareholders in exchange for NewStem shares, therefore the note was not discharged. Because of the uncertainty in collection, the note was written off as uncollectible effective September 30, 2024 due to the liquidation status of NewStem.

The following table represents the Company’s investment in NewStem:

SCHEDULE OF INVESTMENTS

	Nine Months Ended September 30, 2024			Year Ended December 31, 2023
	(Unaudited)
Investment in NewStem, beginning	$	1,784,234		$	2,090,286
Allocation of net loss from NewStem, Ltd.		(155,577	)		(342,191	)
Gain on dilution of equity method investment		-			36,139
Investment in NewStem before impairment		1,628,657			1,784,234
Impairment loss recorded		(1,628,657	)		-
Distribution from NetCo
Investment in NewStem, ending	$	-		$	1,784,234

The results of operations of the Company’s investment in NewStem is summarized below (unaudited):

	2024			2023			2024			2023
	Nine Months Ended September 30,						Three Months Ended September 30,
	2024			2023			2024			2023
Condensed income statement information:
Net revenues	$	-		$	95,000		$	-		$	-
Gross margin	$	-		$	84,000		$	-		$	-
Net loss	$	(510,000	)	$	(840,000	)	$	(165,000	)	$	(263,000	)
Company’s allocation of net loss from NewStem, Ltd.	$	(155,577	)	$	(256,890	)	$	(50,334	)	$	(80,431	)

The financial position of the Company’s investment in NewStem is summarized below:

	2024		2023
	As of
	September 30,		December 31,
	2024		2023
	(Unaudited)
Condensed balance sheet information:
Current assets	$	100,000	$	353,000
Non-current assets	$	2,000	$	9,000
Current liabilities	$	548,000	$	284,000
Non-current liabilities	$	-	$	-

Investment in NetCo

NovelStem owns a 50% interest in NetCo, a joint venture that owns the Net Force publishing franchise. The Company accounts for its investment in NetCo under the equity method and recognizes nominal royalties and administrative fees from this arrangement. The Company assesses its investment in NetCo for impairment on an annual basis or more frequently if indicators of impairment exist.

The following table represents the Company’s investment in NetCo:

SCHEDULE OF INVESTMENTS

	Nine Months Ended September 30, 2024			Year Ended December 31, 2023
	(Unaudited)
Investment in NetCo, beginning	$	133,709		$	137,011
Allocation of net income (loss) from NetCo		(4,164	)		3,573
Distribution from NetCo		-			(6,875	)
Investment in NetCo, ending	$	129,545		$	133,709

The results of operations of the Company’s investment in NetCo is summarized below (unaudited):

	2024			2023		2024			2023
	Nine Months Ended September 30,					Three Months Ended September 30,
	2024			2023		2024			2023
Condensed income statement information:
Net sales	$	1,014		$	25,328	$	315		$	-
Gross margin	$	897		$	19,924	$	261		$	-
Net income	$	(8,328	)	$	10,724	$	(764	)	$	-
Company’s allocation of net income from NetCo	$	(4,164	)	$	5,362	$	(382	)	$	-

The financial position of the Company’s investment in NetCo is summarized below:

	2024		2023
	As of
	September 30,		December 31,
	2024		2023
	(Unaudited)
Condensed balance sheet information:
Current assets	$	916	$	1,820
Non-current assets	$	272,799	$	272,799
Current liabilities	$	7,749	$	325
Non-current liabilities	$	-	$	-

NOTE 4—NOTES PAYABLE

In December 2023, the Company entered into two short term notes payable with unrelated parties, Hewlett Fund and AIGH Investment Partners, LLC. The notes are for $125,000 each, for a total of $250,000 in borrowings utilized for the funding of NewStem. The notes bear interest at 12% per annum and mature December 21, 2024, at which time all principal and accrued interest are due and payable. The note agreements include a provision whereby, in the event of a capital raise transaction by the Company, the note holders would be entitled to participate in the transaction in an amount equal to 133% of the amounts owed on the note agreements at the closing of the transaction. Interest expense related to these notes was $22,520 and $7,562, respectively for the nine and three months ended September 30, 2024.

Long-term notes payable are summarized as follows:

SCHEDULE OF LONG TERM NOTES PAYABLE

	As of
	September 30,			December 31,
	2024			2023
	(Unaudited)
Notes payable related parties:
Notes payable director and Executive Chairman	$	821,766		$	400,000
Accrued interest added to note balance		12,158			43,588
Total notes payable director and Executive Chairman		833,924			443,588
Note payable shareholder, principal amount		300,000			275,000
Less unamortized discount		(105,036	)		(213,185	)
Total note payable shareholder		194,964			61,815
Note payable, litigation funding agreement:
Note payable Omni Bridgeway (Fund 4) Invt. 3 L.P.		2,819,196			2,819,196
Accrued interest added to agreement balance		103,739			-
Total note payable, litigation funding agreement		2,922,935			2,819,196
Total notes payable		3,951,823			3,324,599
Less current portion		(3,117,899	)		-
Long-term notes payable	$	833,924		$	3,324,599

The Company has in place note agreements with two individuals who are related parties (a director and the Executive Chairman) to borrow $750,000 for working capital needs. The agreements were originally entered into in May 2022 and amended in March 2024 to increase the total borrowing and extend the maturity date. The agreements matured September 1, 2025. Prior to the notes being refinanced, the Company received advances of $650,000 pursuant to these agreements. These note agreements were refinanced on August 7, 2024 at which time they were replaced with new note agreements providing for total borrowings of $750,000. The Company received additional advances on these agreements totaling $100,000 in August 2024. The new note agreements reflect total principal of $821,766, including accrued interest on the former note agreements of $71,766, mature on December 31, 2025 and bear interest at a rate of 10% per annum. Related interest expense during the nine and three months ended September 30, 2024 was $40,336 and $13,404, respectively.

On May 5, 2023, the Company entered into a long term note payable with a shareholder for $300,000 in financing to be funded $150,000 at inception and $150,000 in October 2023. This note bears interest at zero percent (0%) and matures on May 5, 2025. The note includes a guarantee which has been identified as an embedded derivative with a fair value of a liability of $650,000 and $535,000, respectively, at September 30, 2024 and December 31, 2023 which is reported separately on the balance sheet. The fair value of the note exceeds the proceeds, and the note has been discounted at inception so that the net liability is the fair value of the derivative. Accretion of the note discount of $133,149 and $44,618, respectively, has been reflected as part of interest expense in the statement of operations for the nine and three months ended September 30, 2024.

Note Payable, Litigation Funding Agreement

On February 11, 2022, the Company entered into a nonrecourse litigation funding agreement (the “Agreement”) with Omni Bridgeway (Fund 4) Invt. 3 L.P. (“Omni”) related to an arbitration proceeding disclosed in Note 7. The Agreement provides for Omni to fund all costs related to the arbitration up to $1,000,000 in exchange for an assignment of a certain portion of rights to and interest in claims related to this arbitration. The agreement provides for specific calculations of the portion of any claims collected to be received by Omni with the remainder collectible by the Company. Additionally, the agreement provides for repayment of funded costs pursuant to the same multiple calculations in the event of a favorable outcome that does not include the collection of claims.

During July 2023, the arbitration was settled. As a result of the ruling disclosed in Note 7, the liability became probable and reasonably estimable, and the Company has recorded the full liability due to Omni as of December 31, 2023. This liability consists of expenses funded by Omni of $933,065, including $310,000 advanced for working capital, and related fees or investment return to Omni calculated as contractual multiples of funding totaling $1,886,131 as of December 31, 2023 for a total liability of $2,819,196. The balance at September 30, 2024 has been increased to $2,922,935 to include accrued interest of $103,739. This agreement bears interest at 5% per annum beginning January 2024 and is payable on January 10, 2025. Interest expense related to this agreement was $103,739 and $36,234, respectively, for the nine and three months ended September 30, 2024.

Convertible Debt

In April 2024, the Company borrowed $100,000 from unrelated parties pursuant to convertible debt agreements accounted for as debt. These agreements bear interest at 10% per annum and mature December 30, 2025. The unpaid principal balance of these notes and any accrued interest may be converted into shares of the Company’s common stock at a conversion price of $0.13 per share. Interest accrued related to these agreements was $5,622 and $3,024 during the nine months and three months ended September 30, 2024.

NOTE 5—EQUITY

(a) General

At September 30, 2024 and December 31, 2023, the Company had issued 50,316,672 shares and had issued and outstanding 46,881,475 shares of its common stock, par value $0.01 per share. Holders of outstanding common stock are entitled to receive dividends when, as and if declared by the Board and to share ratably in the assets of the Company legally available for distribution in the event of a liquidation, dissolution or winding up of the Company.

(b) Summary Employee Option Information

The Company’s stock option plan provides for the grant to officers, directors, third party contractors and other future key employees of options to purchase shares of common stock. The purchase price may be paid in cash or, if the option is “in-the-money”, it is automatically exercised “net”. In a net exercise of an option, the Company does not require a payment of the exercise price of the option from the optionee but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Each option is exercisable to one share of the Company’s common stock. Most options expire within six years from the date of the grant and generally vest on the first anniversary date of their issuance. Pursuant to the Equity Incentive Plan the Company’s board of directors approved on November 12, 2018, an aggregate of 6,360,000 options have been issued to directors and investor relations professionals as of September 30, 2024.

The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the options issued during the nine months ended September 30, 2024 and 2023 (all in weighted averages):

	Nine Months Ended September 30,
	2024			2023
Risk-free interest rate		4.3	%		3.5	%
Expected term of options, in years		5.09			4.00
Expected annual volatility		116.9	%		191.1	%
Expected dividend yield		0	%		0	%
Determined weighted average grant date fair value per option	$	0.06		$	0.19

The expected term of the options represents an estimate of the length of time until the expected date of exercising the options. Options granted have a maximum life of 7 years. With respect to determining expected exercise behavior, the Company has grouped its option grants into certain groups to track exercise behavior and establish historical rates. The Company estimated volatility by considering historical stock volatility over the expected term of the option. The risk-free interest rates are based on the U.S. Treasury yields for a period consistent with the expected term. The dividend yield of 0% is based on the Company’s history and expectation of dividend payout. The Company has not paid and does not anticipate paying dividends in the near future.

A summary of the Company’s option plans for the nine months ended September 30, 2024, is presented below (unaudited):

SCHEDULE OF STOCK OPTION ACTIVITIES

	Number		Weighted
	of		Average
	Options		Exercise
	(in shares)		Price
Outstanding, December 31, 2023		5,760,000	$	0.14
Granted		600,000		0.06
Outstanding, September 30, 2024		6,360,000	$	0.13
Exercisable, September 30, 2024		5,760,000	$	0.14

Stock-based compensation expense was approximately $31,000 and $9,000 in the nine and three months ended September 30, 2024, respectively. Stock based compensation expense was approximately $50,000 and $17,000 in the nine and three months ended September 30, 2023.

The total compensation cost related to non-vested awards not yet recognized was approximately $27,000 as of September 30, 2024. As of September 30, 2024, 600,000 options were unvested. These options vest in April 2025.

The total compensation cost related to non-vested awards not yet recognized was approximately $18,000 as of September 30, 2023. As of September 30, 2023, 360,000 options were unvested. These options vested during March 2024.

(d) Warrants

The Company has issued warrants at exercise prices equal to or greater than the market value of the Company’s common stock at the date of issuance. A summary of warrant activity follows (unaudited):

SUMMARY OF WARRANTS ACTIVITY

	Number of		Weighted
	shares		Average
	underlying		Exercise
	warrants		Price
Outstanding, December 31, 2023		3,000,000	$	0.12
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding, September 30, 2024		3,000,000	$	0.12

The warrant agreements were amended on May 12, 2023 to extend the expiration date to June 28, 2025. The warrants outstanding at September 30, 2024 have a weighted average remaining contractual life of approximately nine months. The Company recognized $243,000 in stock-based compensation expense related to the increase in fair value of warrants pursuant to the modification of the warrant term during the nine and three months ended September 30, 2023.

NOTE 6—INCOME TAXES

The Company’s income tax provision differs from the expense that would result from applying statutory rates to loss before taxes. A reconciliation of the provision (benefit) for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to loss before income taxes is as follows (unaudited):

SCHEDULE OF INCOME BEFORE INCOME TAX

	2024			2023
	Nine Months Ended September 30,
	2024			2023
Computed tax at the federal statutory rate of 21%	$	(644,706	)	$	(812,931	)
State income taxes, net of federal income tax benefit		(133,393	)		(168,199	)
Change in federal valuation allowance		802,991			1,022,232
Foreign rate differential		(24,892	)		(41,102	)
Total provision for income tax	$	-		$	-

	2024			2023
	Three Months Ended September 30,
	2024			2023
Computed tax at the federal statutory rate of 21%	$	(517,466	)	$	(203,809	)
State income taxes, net of federal income tax benefit		(107,066	)		(42,169	)
Change in federal valuation allowance		632,585			257,476
Foreign rate differential		(8,053	)		(11,498	)
Total provision for income tax	$	-		$	-

NOTE 7—COMMITMENTS AND CONTINGENCIES

The Company was the claimant in an arbitration proceeding against their 50% partner in NetCo. The Company initiated the arbitration proceeding in an effort to maximize the total potential value to be derived from fully utilizing the NetCo intellectual property across publishing, entertainment, digital media, merchandising and other ancillary markets. Arbitration hearings were held at the end of July 2022. Arbitration proceedings for the joint owners of NetCo concluded during 2022 and the arbitrator rendered a decision in July 2023.

The Arbitrator ruled in NovelStem’s favor on the issue of contract interpretation of the NetCo Partners Joint Venture Agreement. The Arbitrator also found that the Company’s joint venture partner failed to use “reasonable, good faith efforts” to license and exploit the Net Force concept, in breach of its contractual obligations under the NetCo Partners’ Joint Venture Agreement. The Arbitrator confirmed NovelStem’s contractual right to use Tom Clancy’s name as a possessory credit in the Net Force title (Tom Clancy’s Net Force).

The Arbitrator ruled against NovelStem in claims of breach of the joint venture agreement as well as claims of breach of fiduciary responsibility by the 50% partner, claims for monetary damages were denied and attempts to re-write the joint venture agreement were denied.

As a result of this ruling, the costs related to the litigation funding agreement disclosed in Note 4 were recognized and a total liability of $2,819,196 was recorded at December 31, 2023.

NOTE 8—SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date these financial statements were issued and filed with the SEC.

As disclosed in Note 3, NewStem was unable to obtain financing to continue operations and ceased operations and began liquidation in October 2024.

NOVELSTEM INTERNATIONAL CORP.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements in the following discussion and throughout this Form 10-Q that are not historical in nature are “forward-looking statements.” You can identify forward-looking statements by the use of words such as “expect,” “anticipate,” “estimate,” “may,” “will,” “should,” “intend,” “believe,” and similar expressions. Although we believe the expectations reflected in these forward-looking statements are reasonable, such statements are inherently subject to risk and we can give no assurances that our expectations will prove to be correct. Actual results could differ from those described in this Form 10-Q because of numerous factors, many of which are beyond our control. We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect actual outcomes.

Overview

We are a development stage company and reported net losses of approximately $3,070,000 and $4,240,000 for the nine months ended September 30, 2024 and 2023, respectively, and $2,464,000 and $1,096,000 for the three months ended September 30, 2024 and 2023, respectively. We had current assets of approximately $69,000 and current liabilities of $3,599,000 as of September 30, 2024. As of December 31, 2023, our current assets and current liabilities were approximately $87,000 and $346,000, respectively. The significant increase in current liabilities is primarily due to the litigation funding agreement liability classification changing from noncurrent to current in January 2024.

We have prepared our financial statements for the nine months ended September 30, 2024 assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon the continuing financial support from our shareholders and the ability to monetize our investment in NetCo and our right to value from NewStem intangible assets. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions, large alternative minimum tax refunds, and related party debt as well as debt from unrelated parties.

RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto and other financial information appearing elsewhere in this Form 10-Q. In the discussion below, general and administrative expenses are referred to as “G&A expenses”.

	Nine Months Ended September 30,									Three Months Ended September 30,
	2024			2023			Change			2024			2023			Change
Administrative fee income	$	9,000		$	9,000		$	-		$	3,000		$	9,000		$	(6,000	)
Operating expenses:
G&A expenses		893,887			635,360			258,527			566,551			84,208			482,343
Litigation expenses (contra expenses) (Note 7)		-			2,805,884			(2,805,884	)		-			473,221			(473,221	)
Total operating expenses		893,887			3,441,244			(2,547,357	)		566,551			557,429			9,122
Loss from operations		(884,887	)		(3,432,244	)		2,547,357			(563,551	)		(548,429	)		(15,122	)
Other expenses:
Loss on derivative instrument		90,000			500,000			(410,000	)		115,000			445,205			(330,205	)
Interest expense		306,742			56,274			250,468			105,336			28,450			76,886
Total other expenses		396,742			556,274			(159,532	)		220,336			473,655			(253,319	)
Net loss before equity in net loss of equity method investees		(1,281,629	)		(3,988,518	)		2,706,889			(783,887	)		(1,022,084	)		238,197
Equity in net loss of equity method investees		(159,741	)		(251,527	)		91,786			(51,578	)		(74,381	)		22,803
Impairment of equity method investee, NewStem		(1,628,657	)		-			(1,628,657	)		(1,628,657	)		-			(1,628,657	)
Net loss	$	(3,070,027	)	$	(4,240,045	)	$	1,170,018		$	(2,464,122	)	$	(1,096,465	)	$	(1,367,657	)

We are a holding company whose primary asset is our ownership of equity interest in NetCo and potential value from intangible assets of NewStem. We conduct no other business and as a result, we have no revenue or cost of revenue. We do charge annual administrative fees to an affiliated entity.

The Company incurs G&A expenses primarily related to professional fees, insurance and stock based compensation. We incurred G&A expenses of approximately $894,000 and $635,000 for the nine months ended September 30, 2024 and 2023, respectively. Specifically, professional fees increased by approximately $31,000 in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to an increase in audit fees and general counsel legal fees. During the nine months ended September 30, 2024, we incurred bad debt expense of $500,000 from the write off of a receivable from NewStem and other miscellaneous G&A expenses increased by approximately $11,000.

Stock compensation expense, included in G&A expenses, decreased by approximately $261,000 in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 due to the cost incurred related to the extension of the term of outstanding warrants in May 2023.

We incurred G&A expenses of approximately $567,000 and $84,000 for the three months ended September 30, 2024 and 2023, respectively. The decrease in G&A expenses relates primarily to the bad debt expense from the write off of $500,000 due from NewStem as currently deemed uncollectible, a decrease in professional fees of approximately $3,000 offset by an increase in other general and administrative costs of approximately $6,000 and a decrease in stock compensation expense of approximately $8,000.

Interest expense increased by approximately $250,000 in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 due to the increased debt incurred through September 30, 2024.

Interest expense increased by approximately $77,000 in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 due to the increased debt incurred through September 30, 2024.

The Company has recorded no income tax expense as we have incurred operating losses and all deferred tax assets are fully offset by an income tax valuation allowance.

We reported net losses from equity method investees in all periods presented. The net losses reported for the nine months ended September 30, 2024 included a loss from NetCo of $4,164 and a loss from NewStem of $155,577. The net losses reported for the three months ended September 30, 2023 included net income of $5,362 from NetCo which was offset by net loss of $256,890 from NewStem.

We reported impairment expense of $1,628,657 related to our investment in NewStem during the nine and three months ended September 30, 2024. There were no such impairment losses during the nine and three months ended September 30, 2023.

Liquidity and Capital Resources

We have not paid dividends on our common stock since our name change in 2018. Our present policy is to apply cash to reduce debt; consequently, we do not expect to pay dividends on common stock in the foreseeable future.

The Company will need to obtain additional funds to continue its operations. Management’s plans with regard to these matters include additional financing and fundraising until we are able to monetize our investment in NetCo or monetize our right to a portion of the value of NewStem intangible assets now held by Yissum. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from financing on terms acceptable to the Company.

In May 2022, the Company entered into note agreements with Jan Loeb, our Executive Chairman and Jerry Wolasky, a member of the Board, to borrow up to an aggregate of $600,000 for working capital needs. The note agreements were amended in March 2024 to increase the total borrowing to $650,000 and extend the maturity date. The agreements provide for interest at a rate of 8% per annum, increased to 10% per annum for advances subsequent to November 11, 2022, and matured September 1, 2025. These note agreements were refinanced on August 7, 2024 at which time they were replaced with new note agreements providing for total borrowings of $750,000. The Company received additional advances on these agreements totaling $100,000 in August 2024.

As of the date of this Quarterly Report, the full amount of $750,000 has been funded pursuant to these agreements.

During the year ended December 31, 2023, the Company entered into a note agreement with a shareholder to borrow $300,000 for continued working capital. This note bears interest at zero percent (0%) and matures on May 5, 2025. The note includes a guarantee which has been identified as an embedded derivative with a fair value of a liability of $650,000 at September 30, 2024 and December 31, 2023.

In December 2023, the Company entered into two short term notes payable with unrelated parties for a total of $250,000 in borrowings utilized for the funding of NewStem. The notes bear interest at 12% per annum and mature December 21, 2024, at which time all principal and accrued interest are due and payable. The note agreements include a provision whereby, in the event of a capital raise transaction by the Company, the note holders would be entitled to participate in the transaction in an amount equal to 133% of the amounts owed on the note agreements at the closing of the transaction.

In April 2024, the Company borrowed $100,000 from unrelated parties pursuant to convertible debt agreements. These agreements bear interest at $10% per annum and mature December 30, 2025. The unpaid principal balance of these notes and any accrued interest may be converted into shares of the Company’s common stock at a conversion price of $0.13 per share.

Net Cash Used in Operating Activities.

For the nine months ended September 30, 2024, net cash used in operating activities was approximately $805,000, which consisted primarily of a net loss of approximately $3,070,000, offset by noncash equity in loss of equity method investees of approximately $160,000, impairment loss on NewStem of approximately $1,629,000, accretion of discount on notes payable of approximately $133,000, stock based compensation of approximately $31,000, interest added to notes payable of approximately $78,000 and loss on derivative instrument of $90,000. Additionally, cash was used in operations related to a decrease in current assets of approximately $9,000 and an increase in accrued liabilities and other payables of approximately $207,000.

For the nine months ended September 30, 2023, net cash used in operating activities was approximately $269,000, which consisted primarily of a net loss of approximately $4,240,000, offset by noncash equity in loss of equity method investees of approximately $251,000 and distributions from equity method investees of approximately $7,000, accretion of discount on notes payable of approximately $30,000, stock based compensation of approximately $293,000, interest added to notes payable of approximately $25,000, litigation funding agreement costs of approximately $2,799,000 and loss on derivative instrument of $500,000. Additionally, cash was used in operations related to a decrease in current assets of approximately $10,000 and an increase in accrued liabilities and other payables of approximately $56,000.

Net Cash Used in Investing Activities.

During the nine months ended September 30, 2024, $250,000 was loaned to NewStem in an investing activity in anticipation of a potential purchase of the remaining interest in NewStem. For the nine months ended September 30, 2023, no net cash was used in investing activities.

Net Cash Provided by Financing Activities.

For the nine months ended September 30, 2024, net cash provided by financing activities was $475,000, consisting of long-term borrowings from two directors and a significant stockholder totaling $375,000 and convertible debt of $100.000.

For the nine months ended September 30, 2023, net cash provided by financing activities was $270,000, consisting of long-term borrowings from two directors.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

This section is not applicable.

ITEM 4.

CONTROLS AND PROCEDURES

Our Principal Executive Officer and Chief Financial Officer conducted an evaluation of our controls and procedures. We have identified material weaknesses in our internal control and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. We have re-evaluated our internal control over financial reporting and our disclosure controls and procedures and concluded that they were not effective as of September 30, 2024 and we concluded there was a material weakness in the design of our internal control over financial reporting as it relates to insufficient resources to employ proper segregation of duties over the processing of transactions and financial reporting.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1.

LEGAL PROCEEDINGS

As noted above, NetCo owns all rights to the “Tom Clancy’s Net Force” intellectual property in all media, including film, television, and video games. As part of the joint venture, NetCo has published more than a dozen books and had an ABC miniseries.

After Tom Clancy passed away in 2013, his estate and business partners refused to cooperate in exploiting the intellectual property. After trying to amicably resolve the dispute, the Company initiated arbitration proceedings with the American Arbitration Association. The Company’s arbitration demand asserted claims for breach of the joint venture agreement and breach of fiduciary duty. Both claims arise from C.P. Group’s failure to make reasonable, good faith efforts to exploit the full array of media rights relating to Net Force. The Company’s goal is to maximize the total potential value of the NetCo intellectual property across video games, streaming, digital media, merchandising and other ancillary markets. The Company believes that the value of the intellectual property is significant.

The arbitration evidentiary hearing concluded on October 20, 2022, and the arbitrator ordered the parties to submit post-hearing briefs. Final briefs were filed in January 2023. The Arbitrator ruled in the Company’s favor on two issues of the arbitration and ruled against the Company in other key issues.

The Arbitrator confirmed NovelStem’s contractual right to use Tom Clancy’s name as a possessory credit in the Net Force title (Tom Clancy’s Net Force). However, the arbitrator did not award any damages to the Company and did not cede operating control of the joint venture to the Company as requested. As such, the Company continues to struggle to maximize the potential of the NetCo asset.

To fund efforts to maximize the value of NetCo, NovelStem has secured non-recourse litigation funding. As a result of this ruling, the costs related to the litigation funding agreement were recognized. All costs related to the litigation and the related litigation funding agreement were recorded by the Company for a total liability of $2,819,196.

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

	(a)	Not applicable.

	(b)	Not applicable.

	(c)	Not applicable.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

#31.1	Certification of Principal Executive Officer and Executive Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#32.1	Certification of Principal Executive Officer and Executive Chairman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
#32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

#101.1 The following financial statements from NovelStem International Corp.’s Form 10-Q for the quarter ended September 30, 2024, filed on November 13, 2024, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets, (ii) Condensed Statements of Operations, (iii) Condensed Statements of Changes in Shareholders’ Equity, (iv) Condensed Statements of Cash Flows and (v) Notes to Condensed Financial Statements, tagged as blocks of text.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

#	This exhibit is filed or furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	NOVELSTEM INTERNATIONAL CORP.

Date: November 14, 2024	By:	/s/ Jan Loeb
	Name:	Jan Loeb
	Title:	Executive Chairman

Exhibit 31.1

I, Jan H. Loeb, the Principal Executive Officer and Executive Chairman of NovelStem International Corp. certify that:

	1.	I have reviewed this report on Form 10-Q of NovelStem International Corp.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and l have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 14, 2024

By:	/s/ JAN H. LOEB
	Jan H Loeb
	Principal Executive Officer and Executive Chairman

Exhibit 31.2

I, Christine T. Jenkins, the Chief Financial Officer of NovelStem International Corp. certify that:

	1.	I have reviewed this report on Form 10-Q of NovelStem International Corp.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 14, 2024

By:	/s/ Christine T. Jenkins
	Christine T. Jenkins
	Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of NovelStem International Corp. (the “Company”) for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan H. Loeb, Principal Executive Officer and Executive Chairman of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Jan H. Loeb
Jan H. Loeb
Principal Executive Officer and Executive Chairman
November 14, 2024

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of NovelStem International Corp. (the “Company”) for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christine T. Jenkins, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Christine T. Jenkins
Christine T. Jenkins
Chief Financial Officer
November 14, 2024

Cover - $ / shares	9 Months Ended
Cover - $ / shares	Sep. 30, 2024	Nov. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-14332
Entity Registrant Name	NOVELSTEM INTERNATIONAL CORP.
Entity Central Index Key	0000912544
Entity Tax Identification Number	65-0385686
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	2255 Glades Road
Entity Address, Address Line Two	Suite 221A
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	(410)
Local Phone Number	598-9024
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		46,881,475
Entity Listing, Par Value Per Share	$ 0.01

Condensed Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 45,319	$ 53,063
Accounts receivable, administrative fees	7,500
Prepaid expenses	16,118	33,540
Total current assets	68,937	86,603
Investment in NetCo Partners	129,545	133,709
Note receivable, NewStem Ltd.		250,000
Investment in NewStem Ltd		1,784,234
Total assets	198,482	2,254,546
Current liabilities:
Accounts payable	105,317	54,257
Notes payable	250,000	250,000
Current portion of long-term notes payable, including accrued interest	3,117,899
Accrued expenses	126,015	42,223
Total current liabilities	3,599,231	346,480
Long-term liabilities:
Long-term notes payable, including accrued interest, net	833,924	3,324,599
Convertible debt, including accrued interest	105,622
Derivative liability, guarantee	650,000	535,000
Total long-term liabilities	1,589,546	3,859,599
Total liabilities	5,188,777	4,206,079
Commitments and contingencies (see Note 7)
Shareholders’ deficit:
Common stock, $.01 par value, 100,000,000 shares authorized, 50,316,672 shares issued, and 46,881,475 shares outstanding as of September 30, 2024 and December 31, 2023	468,815	468,815
Additional paid-in capital	290,938,482	290,907,217
Accumulated deficit	(296,197,838)	(293,127,811)
Treasury stock, at cost, 3,435,197 shares as of September 30, 2024 and December 31, 2023	(199,754)	(199,754)
Total shareholders’ deficit	(4,990,295)	(1,951,533)
Total liabilities and shareholders’ deficit	$ 198,482	$ 2,254,546

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	50,316,672	50,316,672
Common stock, shares outstanding	46,881,475	46,881,475
Treasury stock, shares	3,435,197	3,435,197

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Administrative fee income	$ 3,000	$ 9,000	$ 9,000	$ 9,000
Operating expenses:
General and administrative expenses	566,551	84,208	893,887	635,360
Litigation expenses (contra expenses) (Note 7)		473,221		2,805,884
Total operating expenses	566,551	557,429	893,887	3,441,244
Loss from operations	(563,551)	(548,429)	(884,887)	(3,432,244)
Other expenses:
Loss on derivative instrument	115,000	445,205	90,000	500,000
Interest expense	105,336	28,450	306,742	56,274
Total other expenses	220,336	473,655	396,742	556,274
Loss before income taxes	(783,887)	(1,022,084)	(1,281,629)	(3,988,518)
Provision for income tax
Loss before equity in net income of equity method investees	(783,887)	(1,022,084)	(1,281,629)	(3,988,518)
Equity in net loss of equity method investees	(51,578)	(74,381)	(159,741)	(251,527)
Impairment of equity method investee, NewStem	(1,628,657)		(1,628,657)
Net loss	$ (2,464,122)	$ (1,096,465)	$ (3,070,027)	$ (4,240,045)
Basic and diluted net loss per share:
Net loss per share - basic	$ (0.05)	$ (0.02)	$ (0.07)	$ (0.09)
Net loss per share - diluted	$ (0.05)	$ (0.02)	$ (0.07)	$ (0.09)
Weighted average number of shares outstanding - basic	46,881,475	46,881,475	46,881,475	46,881,475
Weighted average number of shares outstanding - diluted	46,881,475	46,881,475	46,881,475	46,881,475

Condensed Statements of Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock, Common [Member]	Total
Balance at Dec. 31, 2022	$ 468,815	$ 290,604,327	$ (288,940,510)	$ (199,754)	$ 1,932,878
Balance, shares at Dec. 31, 2022	46,881,475			3,435,197
Net loss			(268,821)		(268,821)
Stock option compensation		15,077			15,077
Balance at Mar. 31, 2023	$ 468,815	290,619,404	(289,209,331)	$ (199,754)	1,679,134
Balance, shares at Mar. 31, 2023	46,881,475			3,435,197
Balance at Dec. 31, 2022	$ 468,815	290,604,327	(288,940,510)	$ (199,754)	1,932,878
Balance, shares at Dec. 31, 2022	46,881,475			3,435,197
Net loss					(4,240,045)
Balance at Sep. 30, 2023	$ 468,815	290,896,833	(293,180,555)	$ (199,754)	(2,014,661)
Balance, shares at Sep. 30, 2023	46,881,475			3,435,197
Balance at Mar. 31, 2023	$ 468,815	290,619,404	(289,209,331)	$ (199,754)	1,679,134
Balance, shares at Mar. 31, 2023	46,881,475			3,435,197
Net loss			(2,874,759)		(2,874,759)
Stock option compensation		260,282			260,282
Balance at Jun. 30, 2023	$ 468,815	290,879,686	(292,084,090)	$ (199,754)	(935,343)
Balance, shares at Jun. 30, 2023	46,881,475			3,435,197
Net loss			(1,096,465)		(1,096,465)
Stock option compensation		17,147			17,147
Balance at Sep. 30, 2023	$ 468,815	290,896,833	(293,180,555)	$ (199,754)	(2,014,661)
Balance, shares at Sep. 30, 2023	46,881,475			3,435,197
Balance at Dec. 31, 2023	$ 468,815	290,907,217	(293,127,811)	$ (199,754)	(1,951,533)
Balance, shares at Dec. 31, 2023	46,881,475			3,435,197
Net loss			(303,280)		(303,280)
Stock option compensation		13,493			13,493
Balance at Mar. 31, 2024	$ 468,815	290,920,710	(293,431,091)	$ (199,754)	(2,241,320)
Balance, shares at Mar. 31, 2024	46,881,475			3,435,197
Balance at Dec. 31, 2023	$ 468,815	290,907,217	(293,127,811)	$ (199,754)	(1,951,533)
Balance, shares at Dec. 31, 2023	46,881,475			3,435,197
Net loss					(3,070,027)
Balance at Sep. 30, 2024	$ 468,815	290,938,482	(296,197,838)	$ (199,754)	(4,990,295)
Balance, shares at Sep. 30, 2024	46,881,475			3,435,197
Balance at Mar. 31, 2024	$ 468,815	290,920,710	(293,431,091)	$ (199,754)	(2,241,320)
Balance, shares at Mar. 31, 2024	46,881,475			3,435,197
Net loss			(302,625)		(302,625)
Stock option compensation		8,838			8,838
Balance at Jun. 30, 2024	$ 468,815	290,929,548	(293,733,716)	$ (199,754)	(2,535,107)
Balance, shares at Jun. 30, 2024	46,881,475			3,435,197
Net loss			(2,464,122)		(2,464,122)
Stock option compensation		8,934			8,934
Balance at Sep. 30, 2024	$ 468,815	$ 290,938,482	$ (296,197,838)	$ (199,754)	$ (4,990,295)
Balance, shares at Sep. 30, 2024	46,881,475			3,435,197

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (2,464,122)	$ (303,280)	$ (1,096,465)	$ (268,821)	$ (3,070,027)	$ (4,240,045)
Equity in loss of equity method investees					159,741	251,528
Impairment loss, NewStem	1,628,657				1,628,657
Distribution from NetCo Partners						6,875
Bad debt expense					500,000
Accretion of discount on note payable	44,618				133,149	30,411
Loss on derivative instrument	115,000		445,205		90,000	500,000
Legal fees and litigation funding fees funded by litigation funding agreement						2,799,196
Accrued interest added to long-term notes payable					77,931	25,055
Stock-based compensation					31,265	292,506
Change in operating assets and liabilities:
Accounts receivable, administrative fees					(7,500)	12,000
Prepaid expenses					17,422	(2,458)
Accounts payable					51,060	2,022
Accrued expenses					155,558	53,527
Net cash used in operating activities					(232,744)	(269,383)
Cash flows from investing activities:
Loans made					(250,000)
Net cash used in investing activities					(250,000)
Cash flows from financing activities:
Proceeds from convertible debt					100,000
Proceeds from long term notes payable					375,000	270,000
Net cash provided by financing activities					475,000	270,000
Net change in cash					(7,744)	617
Cash at the beginning of the period		$ 53,063		$ 6,346	53,063	6,346	$ 6,346
Cash at the end of the period	$ 45,319		$ 6,963		45,319	6,963	$ 53,063
Cash paid during the period for:
Interest					$ 1,103	$ 807

NATURE OF OPERATIONS

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

NOTE 1—NATURE OF OPERATIONS

Description of Business

NetCo is a legacy media business interest which owns “Net Force”, a media franchise.

Going Concern, Liquidity and Management’s Plans

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Equity Investments

The Company reviews equity investments for impairment on an annual basis, or earlier if events or changes in circumstances indicate that the carrying amounts might not be recoverable.

Derivative Financial Instruments

Basic and Diluted Net Loss Per Share

The following data represents the amounts used in computing earnings per share and the effect on net loss and the weighted average number of shares of dilutive potential common stock (unaudited):

	2024			2023			2024			2023
	Nine Months Ended September 30,						Three Months Ended September 30,
	2024			2023			2024			2023
Net loss attributable to common shareholders	$	(3,070,027	)	$	(4,240,045	)	$	(2,464,122	)	$	(1,096,465	)

Weighted average shares outstanding:
-Basic		46,881,475			46,881,475			46,881,475			46,881,475
Add: Warrants		-			-			-			-
Add: Stock options		-			-			-			-
-Diluted		46,881,475			46,881,475			46,881,475			46,881,475

Basic and diluted net loss per share	$	(0.07	)	$	(0.09	)	$	(0.05	)	$	(0.02	)

Options and warrants excluded from the computation of earnings per share:

SCHEDULE OF WARRANTS AND STOCK OPTIONS

	2024		2023		2024		2023
	Nine Months Ended September 30,				Three Months Ended September 30,
	2024		2023		2024		2023
Warrants		3,000,000		3,000,000		3,000,000		3,000,000
Stock options		6,360,000		5,760,000		6,360,000		5,760,000
Anti-dilutive securities		6,360,000		5,760,000		6,360,000		5,760,000

EQUITY METHOD INVESTMENTS

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

EQUITY METHOD INVESTMENTS

NOTE 3—EQUITY METHOD INVESTMENTS

Investment in NewStem

The following table represents the Company’s investment in NewStem:

SCHEDULE OF INVESTMENTS

	Nine Months Ended September 30, 2024			Year Ended December 31, 2023
	(Unaudited)
Investment in NewStem, beginning	$	1,784,234		$	2,090,286
Allocation of net loss from NewStem, Ltd.		(155,577	)		(342,191	)
Gain on dilution of equity method investment		-			36,139
Investment in NewStem before impairment		1,628,657			1,784,234
Impairment loss recorded		(1,628,657	)		-
Distribution from NetCo
Investment in NewStem, ending	$	-		$	1,784,234

The results of operations of the Company’s investment in NewStem is summarized below (unaudited):

	2024			2023			2024			2023
	Nine Months Ended September 30,						Three Months Ended September 30,
	2024			2023			2024			2023
Condensed income statement information:
Net revenues	$	-		$	95,000		$	-		$	-
Gross margin	$	-		$	84,000		$	-		$	-
Net loss	$	(510,000	)	$	(840,000	)	$	(165,000	)	$	(263,000	)
Company’s allocation of net loss from NewStem, Ltd.	$	(155,577	)	$	(256,890	)	$	(50,334	)	$	(80,431	)

The financial position of the Company’s investment in NewStem is summarized below:

	2024		2023
	As of
	September 30,		December 31,
	2024		2023
	(Unaudited)
Condensed balance sheet information:
Current assets	$	100,000	$	353,000
Non-current assets	$	2,000	$	9,000
Current liabilities	$	548,000	$	284,000
Non-current liabilities	$	-	$	-

Investment in NetCo

The following table represents the Company’s investment in NetCo:

SCHEDULE OF INVESTMENTS

	Nine Months Ended September 30, 2024			Year Ended December 31, 2023
	(Unaudited)
Investment in NetCo, beginning	$	133,709		$	137,011
Allocation of net income (loss) from NetCo		(4,164	)		3,573
Distribution from NetCo		-			(6,875	)
Investment in NetCo, ending	$	129,545		$	133,709

The results of operations of the Company’s investment in NetCo is summarized below (unaudited):

	2024			2023		2024			2023
	Nine Months Ended September 30,					Three Months Ended September 30,
	2024			2023		2024			2023
Condensed income statement information:
Net sales	$	1,014		$	25,328	$	315		$	-
Gross margin	$	897		$	19,924	$	261		$	-
Net income	$	(8,328	)	$	10,724	$	(764	)	$	-
Company’s allocation of net income from NetCo	$	(4,164	)	$	5,362	$	(382	)	$	-

The financial position of the Company’s investment in NetCo is summarized below:

	2024		2023
	As of
	September 30,		December 31,
	2024		2023
	(Unaudited)
Condensed balance sheet information:
Current assets	$	916	$	1,820
Non-current assets	$	272,799	$	272,799
Current liabilities	$	7,749	$	325
Non-current liabilities	$	-	$	-

NOTES PAYABLE

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 4—NOTES PAYABLE

Long-term notes payable are summarized as follows:

SCHEDULE OF LONG TERM NOTES PAYABLE

	As of
	September 30,			December 31,
	2024			2023
	(Unaudited)
Notes payable related parties:
Notes payable director and Executive Chairman	$	821,766		$	400,000
Accrued interest added to note balance		12,158			43,588
Total notes payable director and Executive Chairman		833,924			443,588
Note payable shareholder, principal amount		300,000			275,000
Less unamortized discount		(105,036	)		(213,185	)
Total note payable shareholder		194,964			61,815
Note payable, litigation funding agreement:
Note payable Omni Bridgeway (Fund 4) Invt. 3 L.P.		2,819,196			2,819,196
Accrued interest added to agreement balance		103,739			-
Total note payable, litigation funding agreement		2,922,935			2,819,196
Total notes payable		3,951,823			3,324,599
Less current portion		(3,117,899	)		-
Long-term notes payable	$	833,924		$	3,324,599

Note Payable, Litigation Funding Agreement

Convertible Debt

EQUITY

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

EQUITY

NOTE 5—EQUITY

(a) General

(b) Summary Employee Option Information

	Nine Months Ended September 30,
	2024			2023
Risk-free interest rate		4.3	%		3.5	%
Expected term of options, in years		5.09			4.00
Expected annual volatility		116.9	%		191.1	%
Expected dividend yield		0	%		0	%
Determined weighted average grant date fair value per option	$	0.06		$	0.19

A summary of the Company’s option plans for the nine months ended September 30, 2024, is presented below (unaudited):

SCHEDULE OF STOCK OPTION ACTIVITIES

	Number		Weighted
	of		Average
	Options		Exercise
	(in shares)		Price
Outstanding, December 31, 2023		5,760,000	$	0.14
Granted		600,000		0.06
Outstanding, September 30, 2024		6,360,000	$	0.13
Exercisable, September 30, 2024		5,760,000	$	0.14

(d) Warrants

SUMMARY OF WARRANTS ACTIVITY

	Number of		Weighted
	shares		Average
	underlying		Exercise
	warrants		Price
Outstanding, December 31, 2023		3,000,000	$	0.12
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding, September 30, 2024		3,000,000	$	0.12

INCOME TAXES

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 6—INCOME TAXES

SCHEDULE OF INCOME BEFORE INCOME TAX

	2024			2023
	Nine Months Ended September 30,
	2024			2023
Computed tax at the federal statutory rate of 21%	$	(644,706	)	$	(812,931	)
State income taxes, net of federal income tax benefit		(133,393	)		(168,199	)
Change in federal valuation allowance		802,991			1,022,232
Foreign rate differential		(24,892	)		(41,102	)
Total provision for income tax	$	-		$	-

	2024			2023
	Three Months Ended September 30,
	2024			2023
Computed tax at the federal statutory rate of 21%	$	(517,466	)	$	(203,809	)
State income taxes, net of federal income tax benefit		(107,066	)		(42,169	)
Change in federal valuation allowance		632,585			257,476
Foreign rate differential		(8,053	)		(11,498	)
Total provision for income tax	$	-		$	-

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 7—COMMITMENTS AND CONTINGENCIES

As a result of this ruling, the costs related to the litigation funding agreement disclosed in Note 4 were recognized and a total liability of $2,819,196 was recorded at December 31, 2023.

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 8—SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date these financial statements were issued and filed with the SEC.

As disclosed in Note 3, NewStem was unable to obtain financing to continue operations and ceased operations and began liquidation in October 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Equity Investments

Equity Investments

The Company reviews equity investments for impairment on an annual basis, or earlier if events or changes in circumstances indicate that the carrying amounts might not be recoverable.

Derivative Financial Instruments

Derivative Financial Instruments

Basic and Diluted Net Loss Per Share

Basic and Diluted Net Loss Per Share

The following data represents the amounts used in computing earnings per share and the effect on net loss and the weighted average number of shares of dilutive potential common stock (unaudited):

	2024			2023			2024			2023
	Nine Months Ended September 30,						Three Months Ended September 30,
	2024			2023			2024			2023
Net loss attributable to common shareholders	$	(3,070,027	)	$	(4,240,045	)	$	(2,464,122	)	$	(1,096,465	)

Weighted average shares outstanding:
-Basic		46,881,475			46,881,475			46,881,475			46,881,475
Add: Warrants		-			-			-			-
Add: Stock options		-			-			-			-
-Diluted		46,881,475			46,881,475			46,881,475			46,881,475

Basic and diluted net loss per share	$	(0.07	)	$	(0.09	)	$	(0.05	)	$	(0.02	)

Options and warrants excluded from the computation of earnings per share:

SCHEDULE OF WARRANTS AND STOCK OPTIONS

	2024		2023		2024		2023
	Nine Months Ended September 30,				Three Months Ended September 30,
	2024		2023		2024		2023
Warrants		3,000,000		3,000,000		3,000,000		3,000,000
Stock options		6,360,000		5,760,000		6,360,000		5,760,000
Anti-dilutive securities		6,360,000		5,760,000		6,360,000		5,760,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE

The following data represents the amounts used in computing earnings per share and the effect on net loss and the weighted average number of shares of dilutive potential common stock (unaudited):

	2024			2023			2024			2023
	Nine Months Ended September 30,						Three Months Ended September 30,
	2024			2023			2024			2023
Net loss attributable to common shareholders	$	(3,070,027	)	$	(4,240,045	)	$	(2,464,122	)	$	(1,096,465	)

Weighted average shares outstanding:
-Basic		46,881,475			46,881,475			46,881,475			46,881,475
Add: Warrants		-			-			-			-
Add: Stock options		-			-			-			-
-Diluted		46,881,475			46,881,475			46,881,475			46,881,475

Basic and diluted net loss per share	$	(0.07	)	$	(0.09	)	$	(0.05	)	$	(0.02	)

SCHEDULE OF WARRANTS AND STOCK OPTIONS

Options and warrants excluded from the computation of earnings per share:

SCHEDULE OF WARRANTS AND STOCK OPTIONS

	2024		2023		2024		2023
	Nine Months Ended September 30,				Three Months Ended September 30,
	2024		2023		2024		2023
Warrants		3,000,000		3,000,000		3,000,000		3,000,000
Stock options		6,360,000		5,760,000		6,360,000		5,760,000
Anti-dilutive securities		6,360,000		5,760,000		6,360,000		5,760,000

EQUITY METHOD INVESTMENTS (Tables)

9 Months Ended

Sep. 30, 2024

NewStem Ltd [Member]

SCHEDULE OF INVESTMENTS

The following table represents the Company’s investment in NewStem:

SCHEDULE OF INVESTMENTS

	Nine Months Ended September 30, 2024			Year Ended December 31, 2023
	(Unaudited)
Investment in NewStem, beginning	$	1,784,234		$	2,090,286
Allocation of net loss from NewStem, Ltd.		(155,577	)		(342,191	)
Gain on dilution of equity method investment		-			36,139
Investment in NewStem before impairment		1,628,657			1,784,234
Impairment loss recorded		(1,628,657	)		-
Distribution from NetCo
Investment in NewStem, ending	$	-		$	1,784,234

SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT

The results of operations of the Company’s investment in NewStem is summarized below (unaudited):

	2024			2023			2024			2023
	Nine Months Ended September 30,						Three Months Ended September 30,
	2024			2023			2024			2023
Condensed income statement information:
Net revenues	$	-		$	95,000		$	-		$	-
Gross margin	$	-		$	84,000		$	-		$	-
Net loss	$	(510,000	)	$	(840,000	)	$	(165,000	)	$	(263,000	)
Company’s allocation of net loss from NewStem, Ltd.	$	(155,577	)	$	(256,890	)	$	(50,334	)	$	(80,431	)

The financial position of the Company’s investment in NewStem is summarized below:

	2024		2023
	As of
	September 30,		December 31,
	2024		2023
	(Unaudited)
Condensed balance sheet information:
Current assets	$	100,000	$	353,000
Non-current assets	$	2,000	$	9,000
Current liabilities	$	548,000	$	284,000
Non-current liabilities	$	-	$	-

NetCo Partners [Member]

SCHEDULE OF INVESTMENTS

The following table represents the Company’s investment in NetCo:

SCHEDULE OF INVESTMENTS

	Nine Months Ended September 30, 2024			Year Ended December 31, 2023
	(Unaudited)
Investment in NetCo, beginning	$	133,709		$	137,011
Allocation of net income (loss) from NetCo		(4,164	)		3,573
Distribution from NetCo		-			(6,875	)
Investment in NetCo, ending	$	129,545		$	133,709

SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT

The results of operations of the Company’s investment in NetCo is summarized below (unaudited):

	2024			2023		2024			2023
	Nine Months Ended September 30,					Three Months Ended September 30,
	2024			2023		2024			2023
Condensed income statement information:
Net sales	$	1,014		$	25,328	$	315		$	-
Gross margin	$	897		$	19,924	$	261		$	-
Net income	$	(8,328	)	$	10,724	$	(764	)	$	-
Company’s allocation of net income from NetCo	$	(4,164	)	$	5,362	$	(382	)	$	-

The financial position of the Company’s investment in NetCo is summarized below:

	2024		2023
	As of
	September 30,		December 31,
	2024		2023
	(Unaudited)
Condensed balance sheet information:
Current assets	$	916	$	1,820
Non-current assets	$	272,799	$	272,799
Current liabilities	$	7,749	$	325
Non-current liabilities	$	-	$	-

NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

SCHEDULE OF LONG TERM NOTES PAYABLE

Long-term notes payable are summarized as follows:

SCHEDULE OF LONG TERM NOTES PAYABLE

	As of
	September 30,			December 31,
	2024			2023
	(Unaudited)
Notes payable related parties:
Notes payable director and Executive Chairman	$	821,766		$	400,000
Accrued interest added to note balance		12,158			43,588
Total notes payable director and Executive Chairman		833,924			443,588
Note payable shareholder, principal amount		300,000			275,000
Less unamortized discount		(105,036	)		(213,185	)
Total note payable shareholder		194,964			61,815
Note payable, litigation funding agreement:
Note payable Omni Bridgeway (Fund 4) Invt. 3 L.P.		2,819,196			2,819,196
Accrued interest added to agreement balance		103,739			-
Total note payable, litigation funding agreement		2,922,935			2,819,196
Total notes payable		3,951,823			3,324,599
Less current portion		(3,117,899	)		-
Long-term notes payable	$	833,924		$	3,324,599

EQUITY (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS

	Nine Months Ended September 30,
	2024			2023
Risk-free interest rate		4.3	%		3.5	%
Expected term of options, in years		5.09			4.00
Expected annual volatility		116.9	%		191.1	%
Expected dividend yield		0	%		0	%
Determined weighted average grant date fair value per option	$	0.06		$	0.19

SCHEDULE OF STOCK OPTION ACTIVITIES

A summary of the Company’s option plans for the nine months ended September 30, 2024, is presented below (unaudited):

SCHEDULE OF STOCK OPTION ACTIVITIES

	Number		Weighted
	of		Average
	Options		Exercise
	(in shares)		Price
Outstanding, December 31, 2023		5,760,000	$	0.14
Granted		600,000		0.06
Outstanding, September 30, 2024		6,360,000	$	0.13
Exercisable, September 30, 2024		5,760,000	$	0.14

SUMMARY OF WARRANTS ACTIVITY

	Number of		Weighted
	shares		Average
	underlying		Exercise
	warrants		Price
Outstanding, December 31, 2023		3,000,000	$	0.12
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding, September 30, 2024		3,000,000	$	0.12

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

SCHEDULE OF INCOME BEFORE INCOME TAX

	2024			2023
	Nine Months Ended September 30,
	2024			2023
Computed tax at the federal statutory rate of 21%	$	(644,706	)	$	(812,931	)
State income taxes, net of federal income tax benefit		(133,393	)		(168,199	)
Change in federal valuation allowance		802,991			1,022,232
Foreign rate differential		(24,892	)		(41,102	)
Total provision for income tax	$	-		$	-

	2024			2023
	Three Months Ended September 30,
	2024			2023
Computed tax at the federal statutory rate of 21%	$	(517,466	)	$	(203,809	)
State income taxes, net of federal income tax benefit		(107,066	)		(42,169	)
Change in federal valuation allowance		632,585			257,476
Foreign rate differential		(8,053	)		(11,498	)
Total provision for income tax	$	-		$	-

NATURE OF OPERATIONS (Details Narrative) - USD ($)	9 Months Ended
NATURE OF OPERATIONS (Details Narrative) - USD ($)	Sep. 30, 2024	Apr. 30, 2024	Dec. 31, 2023	Dec. 31, 2018	Sep. 30, 2018
Accumulated deficit	$ 296,197,838		$ 293,127,811		$ 9,530,000
Advance from borrowings		$ 450,000	$ 450,000
Shareholders and Directors [Member]
Borrow for working capital needs	750,000
Additional Borrowings for working capital needs	$ 300,000
NetCo Partners [Member]
Equity interest percentage	50.00%
NewStem Ltd [Member]
Equity interest percentage	30.51%		30.51%	20.00%

SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Net loss attributable to common shareholders	$ (2,464,122)	$ (302,625)	$ (303,280)	$ (1,096,465)	$ (2,874,759)	$ (268,821)	$ (3,070,027)	$ (4,240,045)
Weighted average shares outstanding:
-Basic	46,881,475			46,881,475			46,881,475	46,881,475
Add: Warrants
Add: Stock options
-Diluted	46,881,475			46,881,475			46,881,475	46,881,475
Basic net loss per share	$ (0.05)			$ (0.02)			$ (0.07)	$ (0.09)
Diluted net loss per share	$ (0.05)			$ (0.02)			$ (0.07)	$ (0.09)

SCHEDULE OF WARRANTS AND STOCK OPTIONS (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	3,000,000	3,000,000	3,000,000	3,000,000
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	6,360,000	5,760,000	6,360,000	5,760,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Equity method investment description			investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company
Loss on derivative instrument	$ 115,000	$ 445,205	$ 90,000	$ 500,000
NetCo Partners [Member]
Equity interest percentage	50.00%		50.00%

SCHEDULE OF INVESTMENTS (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
SCHEDULE OF INVESTMENTS (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Investment in NewStem before impairment	$ (1,628,657)		$ (1,628,657)
Impairment loss recorded	1,628,657		1,628,657
NewStem Ltd [Member]
Investment in NetCo, beginning			1,784,234	2,090,286	$ 2,090,286
Allocation of net income (loss) from NetCo			(155,577)		(342,191)
Gain on dilution of equity method investment					36,139
Investment in NewStem before impairment			1,628,657		1,784,234
Impairment loss recorded			(1,628,657)
Investment in NetCo, ending					1,784,234
NetCo Partners [Member]
Investment in NetCo, beginning			133,709	$ 137,011	137,011
Allocation of net income (loss) from NetCo			(4,164)		3,573
Distribution from NetCo					(6,875)
Investment in NetCo, ending	$ 129,545		$ 129,545		$ 133,709

SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Net income	$ (2,464,122)	$ (302,625)	$ (303,280)	$ (1,096,465)	$ (2,874,759)	$ (268,821)	$ (3,070,027)	$ (4,240,045)
Company’s allocation of net income from NetCo	(51,578)			(74,381)			(159,741)	(251,527)
Current assets	68,937						68,937		$ 86,603
Current liabilities	3,599,231						3,599,231		346,480
Non-current liabilities	1,589,546						1,589,546		3,859,599
NewStem Ltd [Member]
Net sales								95,000
Gross margin								84,000
Net income	(165,000)			(263,000)			(510,000)	(840,000)
Company’s allocation of net income from NetCo	(50,334)			(80,431)			(155,577)	(256,890)
Current assets	100,000						100,000		353,000
Non-current assets	2,000						2,000		9,000
Current liabilities	548,000						548,000		284,000
Non-current liabilities
NetCo Partners [Member]
Net sales	315						1,014	25,328
Gross margin	261						897	19,924
Net income	(764)						(8,328)	10,724
Company’s allocation of net income from NetCo	(382)						(4,164)	$ 5,362
Current assets	916						916		1,820
Non-current assets	272,799						272,799		272,799
Current liabilities	7,749						7,749		325
Non-current liabilities

EQUITY METHOD INVESTMENTS (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
EQUITY METHOD INVESTMENTS (Details Narrative) - USD ($)	Jun. 20, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Mar. 31, 2024	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Impairment of investments				$ 0
Impairment loss		$ 1,628,657		1,628,657
Advance payable		$ 250,000		$ 250,000						$ 250,000
NewStem Ltd [Member]
Schedule of Equity Method Investments [Line Items]
Sale of stock								50,000
Percentage of outstanding shares								33.00%
Acquire shares						12,500	12,500	25,000
Acquire shares in amount						$ 1,000,000	$ 1,000,000	$ 2,000,000
Equity interest percentage		30.51%		30.51%				20.00%		30.51%
Reimbursement due				$ 44,000
Audit and audit related costs			$ 7,000		$ 51,000
Advance payable	$ 750,000								$ 250,000	$ 250,000
Debt instrument maturity date				Dec. 30, 2024
NewStem Ltd [Member] \| Purchase Agreement [Member]
Schedule of Equity Method Investments [Line Items]
Acquire shares	25,248,525
Acquire shares in amount	$ 300,000
NewStem Ltd [Member] \| Investment, Affiliated Issuer, Controlled, Not Majority-Owned [Member]
Schedule of Equity Method Investments [Line Items]
Carrying value of investment										$ 1,800,000
NetCo Partners [Member]
Schedule of Equity Method Investments [Line Items]
Equity interest percentage		50.00%		50.00%
Maximum [Member] \| NewStem Ltd [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investments								$ 4,000,000

SCHEDULE OF LONG TERM NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Total notes payable	$ 3,951,823	$ 3,324,599
Less current portion	(3,117,899)
Long-term notes payable	833,924	3,324,599
Litigation Funding Agreement [Member] \| Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member]
Notes payable to related parties	2,819,196	2,819,196
Accrued interest added to note balance	103,739
Total notes payable	2,922,935	2,819,196
Director and Executive Chairman [Member] \| Related Party [Member]
Notes payable to related parties	821,766	400,000
Accrued interest added to note balance	12,158	43,588
Total notes payable	833,924	443,588
Shareholder [Member] \| Related Party [Member]
Notes payable to related parties	300,000	275,000
Total notes payable	194,964	61,815
Less unamortized discount	$ (105,036)	$ (213,185)

NOTES PAYABLE (Details Narrative) - USD ($)			1 Months Ended			3 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended
NOTES PAYABLE (Details Narrative) - USD ($)	May 05, 2023	Feb. 11, 2022	Aug. 31, 2024	Apr. 30, 2024	May 31, 2022	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Aug. 07, 2024	Jun. 20, 2024	Mar. 31, 2024	Oct. 31, 2023
Short-Term Debt [Line Items]
Notes payable						$ 250,000		$ 250,000		$ 250,000
Long term note payable						833,924		833,924		3,324,599
Accretion of discount on note payable						44,618		133,149	$ 30,411
Liability						5,188,777		5,188,777		4,206,079
Notes payable						3,951,823		3,951,823		$ 3,324,599
Convertible debt								$ 100,000
Two Short Term Notes Payable [Member]
Short-Term Debt [Line Items]
Bear interest rate										12.00%
Debt instrument, description								The note agreements include a provision whereby, in the event of a capital raise transaction by the Company, the note holders would be entitled to participate in the transaction in an amount equal to 133% of the amounts owed on the note agreements at the closing of the transaction
Interest expense						7,562		$ 22,520
NewStem Ltd [Member]
Short-Term Debt [Line Items]
Notes payable										$ 250,000		$ 750,000	$ 250,000
Maturity date								Dec. 30, 2024
Hewlett Fund [Member]
Short-Term Debt [Line Items]
Notes payable										125,000
AIGH Investment Partners, LLC [Member]
Short-Term Debt [Line Items]
Notes payable										125,000
Two Individuals [Member]
Short-Term Debt [Line Items]
Notes payable					$ 750,000
Maturity date					Sep. 01, 2025
Proceeds from Related Party Debt							$ 650,000
Two Individuals [Member] \| Two Short Term Notes Payable [Member]
Short-Term Debt [Line Items]
Interest expense						$ 13,404		$ 40,336
Two Individuals [Member] \| Two Short Term Notes Payable [Member] \| Note Agreement [Member]
Short-Term Debt [Line Items]
Bear interest rate						10.00%		10.00%
Maturity date								Dec. 31, 2025
Short-Term Debt											$ 750,000
Proceeds from Issuance of Debt			$ 100,000
Debt Instrument, Face Amount						$ 821,766		$ 821,766
Debt Instrument, Increase, Accrued Interest								71,766
Shareholder [Member]
Short-Term Debt [Line Items]
Bear interest rate	0.00%
Maturity date	May 05, 2025
Long term note payable	$ 300,000
Advance of long term note payable	$ 150,000													$ 150,000
Derivative fair value liability						650,000		650,000		535,000
Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member]
Short-Term Debt [Line Items]
Notes payable										$ 310,000
Bear interest rate										5.00%
Maturity date										Jan. 10, 2025
Litigation settlement, expense		$ 1,000,000
Due to related parties										$ 933,065
Investment return due										1,886,131
Liability										$ 2,819,196
Notes payable						2,922,935		2,922,935
Accrued interest						103,739		103,739
Interest expense						36,234		103,739
Nonrelated Party [Member] \| Convertible Debt Agreements [Member]
Short-Term Debt [Line Items]
Bear interest rate				10.00%
Interest expense						$ 3,024		$ 5,622
Maturity date				Dec. 30, 2025
Convertible debt				$ 100,000
conversion price				$ 0.13

SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Equity [Abstract]
Risk-free interest rate	4.30%	3.50%
Expected term of options, in years	5 years 1 month 2 days	4 years
Expected annual volatility	116.90%	191.10%
Expected dividend yield	0.00%	0.00%
Determined weighted average grant date fair value per option	$ 0.06	$ 0.19

SCHEDULE OF STOCK OPTION ACTIVITIES (Details)	9 Months Ended
SCHEDULE OF STOCK OPTION ACTIVITIES (Details)	Sep. 30, 2024 $ / shares shares
Equity [Abstract]
Number of Options Outstanding beginning \| shares	5,760,000
Weighted Average Exercise Price Outstanding beginning \| $ / shares	$ 0.14
Number of Options, Granted \| shares	600,000
Weighted Average Exercise Price, Granted \| $ / shares	$ 0.06
Number of Options Outstanding ending \| shares	6,360,000
Weighted Average Exercise Price Outstanding ending \| $ / shares	$ 0.13
Number of Options Exercisable \| shares	5,760,000
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 0.14

SUMMARY OF WARRANTS ACTIVITY (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares underlying warrants, Beginning balance \| shares	3,000,000
Weighted average exercise price, Beginning balance \| $ / shares	$ 0.12
Number of shares underlying warrants, Granted \| shares
Weighted average exercise price, Granted \| $ / shares
Number of shares underlying warrants, Exercised \| shares
Weighted average exercise price, Exercised \| $ / shares
Number of shares underlying warrants, Forfeited or expired \| shares
Weighted average exercise price, Forfeited or expired \| $ / shares
Number of shares underlying warrants, Ending balance \| shares	3,000,000
Weighted average exercise price, Ending balance \| $ / shares	$ 0.12

EQUITY (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
EQUITY (Details Narrative) - USD ($)	Nov. 12, 2018	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued		50,316,672		50,316,672		50,316,672
Common stock, shares outstanding		46,881,475		46,881,475		46,881,475
Common stock, par value		$ 0.01		$ 0.01		$ 0.01
Number of options, shares				600,000
Granted term				7 years
Expected dividend yield				0.00%	0.00%
Stock-based compensation expense		$ 9,000	$ 17,000	$ 31,000	$ 50,000
Compensation cost		$ 27,000	$ 18,000	$ 27,000	$ 18,000
Options unvested		600,000	360,000	600,000	360,000
Stock based compensation expense				$ 31,265	$ 292,506
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Maturity date		Jun. 28, 2025		Jun. 28, 2025
Warrants outstanding weighted average remaining contractual life				9 months
Stock based compensation expense			$ 243,000		$ 243,000
Directot and Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of options, shares	6,360,000

SCHEDULE OF INCOME BEFORE INCOME TAX (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Computed tax at the federal statutory rate of 21%	$ (517,466)	$ (203,809)	$ (644,706)	$ (812,931)
State income taxes, net of federal income tax benefit	(107,066)	(42,169)	(133,393)	(168,199)
Change in federal valuation allowance	632,585	257,476	802,991	1,022,232
Foreign rate differential	(8,053)	(11,498)	(24,892)	(41,102)
Total provision for income tax

SCHEDULE OF INCOME BEFORE INCOME TAX (Details) (Parenthetical)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Computed tax at the federal statutory rate	21.00%	21.00%	21.00%	21.00%

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Liability	$ 5,188,777	$ 4,206,079
Omni Bridgeway (Fund 4) Invt. 3 L.P. [Member]
Liability		$ 2,819,196
NetCo Partners [Member]
Equity interest percentage	50.00%

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