10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period from ___________ to ____________

Commission File Number 000-54933

IMMUNE THERAPEUTICS, INC.

(Exact name of small business issuer as specified in its charter)

Florida	59-3226705
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2431 Aloma Ave., Suite 124, Winter Park, FL 32792

(Address of principal executive offices)

888-613-8802

(Issuer’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: 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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☐	Smaller Reporting Company ☒
	Emerging growth Company ☐

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

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	N/A	N/A

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of May 3, 2022, there were 483,714 shares of Common Stock $0.0001 par value shares outstanding.

TABLE OF CONTENTS

	PART I – FINANCIAL STATEMENTS
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Default upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this Quarterly Report on Form 10-Q are considered forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) concerning our business, results of operations, economic performance and/or financial condition, based on management’s current expectations, plans, estimates, assumptions, and projections. Forward-looking statements are included, for example, in the discussions about:

● strategy;

● new product discovery and development;

● current or pending clinical trials;

● our products’ ability to demonstrate efficacy or an acceptable safety profile;

● actions by the FDA and other regulatory authorities;

● product manufacturing, including our arrangements with third-party suppliers;

● product introduction and sales;

● royalties and contract revenues;

● expenses and net income;

● credit and foreign exchange risk management;

● liquidity;

● asset and liability risk management;

● the outcome of litigation and other proceedings;

● intellectual property rights and protection;

● economic factors;

● competition; and

● legal risks.

Any statements contained in this report that are not statements of historical fact may be deemed forward-looking statements. Forward-looking statements generally are identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “aims,” “plans,” “may,” “could,” “will,” “will continue,” “seeks,” “should,” “predict,” “potential,” “outlook,” “guidance,” “target,” “forecast,” “probable,” “possible” or the negative of such terms and similar expressions. Forward-looking statements are subject to change and may be affected by risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement in light of new information or future events, except as required by law, although we intend to continue to meet our ongoing disclosure obligations under the U.S. securities laws and other applicable laws.

We caution you that several important factors could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements, and therefore you should not place too much reliance on them. These factors include, among others, those described herein, and elsewhere in this Quarterly Report and in our other public reports filed with the Securities and Exchange Commission. It is not possible to predict or identify all such factors, and therefore the factors that are noted are not intended to be a complete discussion of all potential risks or uncertainties that may affect forward-looking statements. If these or other risks and uncertainties materialize, or if the assumptions underlying any of the forward-looking statements prove incorrect, our actual performance and future actions may be materially different from those expressed in, or implied by, such forward-looking statements. We can offer no assurance that our estimates or expectations will prove accurate or that we will be able to achieve our strategic and operational goals.

Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

3

Important factors that could cause such differences include, but are not limited to:

● our lack of operating history;

● our current and future capital requirements and our ability to satisfy our capital needs;

● our inability to keep up with industry competition;

● interpretations of current laws and the passages of future laws;

● acceptance of our business model by investors and our ability to raise capital;

● our drug discovery and development activities may not result in products that are approved by the applicable regulatory authorities. Even if our drug candidates do obtain regulatory approval, they may never achieve market acceptance or commercial success;

● our reliance on key personnel and collaborative partners, including our ability to attract and retain scientists;

● our reliance on third party manufacturing to supply drugs for clinical trials and sales;

● our limited distribution organization with no sales and marketing staff;

● our being subject to product liability claims;

● legislation or regulation that may increase the cost of our business or limit our service and product offerings;

● risks related to our intellectual property, including our ability to adequately protect intellectual property rights;

● risks related to government regulation, including our ability to obtain approvals for the commercialization of some or all of our drug candidates, and ongoing regulatory obligations and continued regulatory review which may result in significant additional expense and subject us to penalties if we fail to comply with applicable regulatory requirements; and

● our ability to obtain regulatory approvals to allow us to market our products internationally.

Moreover, new risks regularly emerge, and it is not possible for our management to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this prospectus are based on information available to us on the date of this periodic report. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether because of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this report.

4

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IMMUNE THERAPEUTICS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current Assets:
Cash	$	436,888		$	493,885
Investment in common stock		362,250			2,645,000
Total current assets		799,138			3,138,885
Total Assets	$	799,138		$	3,138,885
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	2,171,020		$	2,184,848
Accrued payroll		3,425,796			3,421,176
Notes payable, net of debt discount		3,070,208			3,070,208
Net due to related parties		981,421			891,420
Undocumented investor advances		715,631			715,631
Accrued interest		656,484			564,300
Accrued liabilities		283,384			239,558
Total current liabilities		11,303,944			11,087,141
Total Liabilities		11,303,944			11,087,141
Commitments and Contingencies
Stockholders’ Deficit:
Common stock – par value $0.0001; 750,000,000 and 500,000,000 shares authorized, respectively; 483,714 shares issued and outstanding		49			49
Additional paid in capital		371,473,810			371,473,810
Stock issuances due		10,303			10,303
Accumulated deficit		(381,988,968	)		(379,432,418	)
Total stockholders’ deficit		(10,504,806	)		(7,948,256	)
Total Liabilities and Stockholders’ Deficit	$	799,138		$	3,138,885

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

5

IMMUNE THERAPEUTICS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 31, 2022			March 31, 2021
Operating expenses:
Selling, general and administrative	$	181,616		$	138,726
Research and development expense		-			148,693
Total operating expenses		181,616			287,419
Loss from operations		(181,616	)		(287,419	)
Other (expense) income:
Decrease in carrying value of common shares		(2,282,750	)		-
Interest expense		(92,184	)		(100,404	)
Gain on derivative liability revaluation		-			1,178,230
Total other (expense) income		(2,374,934	)		1,077,826
Net (loss) income	$	(2,556,550	)	$	790,407
Basic (loss) income per share attributable to common shareholders	$	(5.29	)	$	1.65
Diluted (loss) income per share to common shareholders	$	(5.29	)	$	0.05
Basic weighted average number of shares outstanding		483,714			478,305
Diluted weighted average number of shares outstanding		483,714			16,594,895

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

6

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY/(DEFICIT)

FOR THE PERIODS ENDED MARCH 31, 2022 AND 2021

(Unaudited)

	Common Stock				Additional Paid-in		Stock To Be		Accumulated
	Shares		Amount		Capital		Issued		Deficit			Total
Balance December 31, 2020		476,504	$	48	$	371,341,120	$	10,303	$	(383,018,452	)	$	(11,666,981	)
Issuance of common stock upon conversion of debt		5,402		1		56,479		-		-			56,480
Extinguishment of derivative liability upon conversion of debt		-		-		76,211		-		-			76,211
Net income		-		-		-		-		790,407			790,407
Balance March 31, 2021		481,906	$	49	$	371,473,810	$	10,303	$	(382,228,045	)	$	(10,743,883	)
Balance, December 31, 2021		483,714	$	49	$	371,473,810	$	10,303		(379,432,418	)	$	(7,948,256	)
Net loss		-		-		-		-		(2,556,550	)		(2,556,550	)
Balance March 31, 2022		483,714	$	49	$	371,473,810	$	10,303	$	(382,351,800	)	$	(10,867,056	)

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

7

IMMUNE THERAPEUTICS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 31, 2022			March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(2,556,550	)	$	790,407
Adjustments to reconcile net (loss) income to net cash flows used in operating activities:
Decrease in carrying value of common shares		2,282,750			-
Change in value of derivative		-			(1,178,230	)
Amortization of debt discount		-			34,789
Changes in operating assets and liabilities:
Deposits		-			53
Accounts payable		(13,828	)		147,965
Accrued payroll		4,620			-
Accrued interest		92,184			65,613
Accrued liabilities		43,826			46,500
Due to related parties		90,001			94,590
Net cash from operating activities		(56,997	)		1,687
Net increase in cash and cash equivalents		(56,997	)		1,687
Cash and cash equivalents at beginning of period		493,885			9,971
Cash and cash equivalents at end of period	$	436,888		$	11,658
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Conversion of debt and accrued interest to common stock	$	-			56,480

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

8

Immune Therapeutics, Inc.

Notes to the Condensed Consolidated Financial Statements

March 31, 2022

(Unaudited)

1. Company Overview

Immune Therapeutics Inc. (the “Company” or “IMUN”) is a Florida Public Company trading on the OTC-Pink. The Company has been inactive for the last year due to a lack of funding, and with the Company’s current structure, it is impossible to move forward until a restructuring of the Company is completed.

Going Concern

As of March 31, 2022, the Company had $436,888 in cash on hand, negative working capital of $10,867,056 and a stockholders’ deficit of $10,504,806. For the first quarter ended March 31, 2022, the Company reported a net loss attributable to common shareholders of $2,556,550. For the three months ended March 31, 2021, the Company reported net income attributable to common shareholders of $790,407. Included in net income for the first quarter of 2021 was a non-cash non-operating gain of $1,178,230 resulting from elimination of a derivative liability upon the satisfaction of the underlying debt instrument.

Historically the Company has relied on the funding of operations through private equity financings and management expects operating losses and negative cash flows to continue at more significant levels in the future. As the Company continues to incur losses, transition to profitability is dependent upon the successful development, approval, and commercialization of product candidates as they become available and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings and may seek additional capital through arrangements with strategic partners or from other sources.

Working capital on March 31, 2022 is not sufficient to meet the cash requirements to fund planned operations through the next twelve months without additional sources of cash. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

Management is developing as a strategy to re-capitalize the Company and position it for future growth. Key steps to this process include:

● Improve the condition of the balance sheet via license arrangements and capital infusions

● Identify and acquire late-stage assets for commercialization

● Build out operational infrastructure to generate revenue opportunities to grow shareholder value.

There can be no guaranties that the Company will be successful in securing adequate capital to continue operations and in identifying and acquiring assets for future development. If the Company is unable to secure new working capital, other alternatives strategies will be required.

Historically, the Company has been able to acquire and develop assets, spin them out and retain both an equity stake and royalties and milestone payments. In so doing, the Company has acted as an incubator for late-stage drug development. Management believes that this strategy can continue to be successful. At this time, the Company is reviewing several opportunities which it may pursue as soon as funding is available. At present no definitive actions have been taken.

There can be no guaranties that the Company will be successful in:

● Executing its restructuring plan

● Securing adequate capital to continue operations.

● Identifying and acquiring assets for future development.

9

Company History

Immune Therapeutics, Inc. (“the Company”, “Immune”) was initially incorporated in Florida on December 2, 1993, as Resort Clubs International, Inc. (“Resort Clubs”). It was formed to manage and market golf course properties in resort markets throughout the United States. Galliano International Ltd. (“Galliano”) was incorporated in Delaware on May 27, 1998, and began trading in November 1999 through the filing of a 15C-211. On November 10, 2004, Galliano merged with Resort Clubs. Resort Clubs was the surviving corporation. On August 23, 2010, Resort Clubs changed its name to pH Environmental Inc. (“pH Environmental”). On April 23, 2012, pH Environmental completed a name change to TNI BioTech, Inc., and on April 24, 2012, we executed a share exchange agreement for the acquisition of all the outstanding shares of TNI BioTech IP, Inc. On September 4, 2014, a majority of our shareholders approved an amendment to our Amended and Restated Articles of Incorporation, as amended, to change our name to Immune Therapeutics, Inc. We filed our name change amendment with the Secretary of State of Florida on October 27, 2014, changing our name to Immune Therapeutics, Inc.

2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2021 (including the notes thereto) set forth in Form 10- K.

We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s senior management has reviewed these critical accounting policies and related disclosures with the Company’s Board of Directors. The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results.

Use of Estimates

The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates.

Cash, Cash Equivalents, and Short-Term Investments

The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000.

Segment and Geographic Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making.

10

Fair Value of Financial Instruments

In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “Financial Instruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.

Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of the Company’s investment in the common stock of Statera BioPharma, Inc. (“STAB”) has been measured based on the quoted per share price as reported on NASDAQ and reflects an impairment loss as of March 31, 2022. The carrying value of notes payable approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes.

Research and Development Costs

Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies.

Income Taxes

The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of March 31, 2022 and 2021, the Company does not have a liability for unrecognized tax uncertainties.

The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of March 31, 2022, and 2021, the Company does not have any interest or penalties related to uncertain tax positions.

Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration

The Company did not grant any stock-based compensation awards during the three months ended March 31, 2022 and 2021.

The Company measures and recognizes compensation expense for share-based awards based on estimated fair values equalling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement.

11

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 718, “Compensation-Stock Compensation.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.

Net (Loss) Income per Share

For the three months ended March 31, 2022, basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents.

Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. For the three months ended March 31, 2022, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The Company’s potential dilutive securities, which include stock warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

For the three-month ended March 31, 2021, basic net income per share was calculated by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted income per share, for the three-month period ended March 31, 2021, was calculated by dividing the net income by the weighted-average number of common shares outstanding for the period determined using the treasury-stock method and the if-converted method.

A reconciliation for the three-month period ended March 31, 2021 of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows:

	Net Income (Numerator)		Weighted Average Common Shares (Denominator)			Per Share Amount
Basic EPS
Income available to common stockholders	$	790,407		478,305		$	1.65
Diluted EPS
Effect of warrants convertible into common stock		-		20,012,083			-
Potential shares purchasable using proceeds of warrants		-		(3,925,915	)		-
Effect of convertible debt		-		30,422			-
Income available to common stockholders	$	790,407		16,594,895		$	0.05

Recent Accounting Standards

The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the first quarter 2022. Applicable pronouncements will be adopted by the Company in accordance with the accounting guidance and definition. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

Note 3. Investment in Common Stock

In 2021, Cytocom, Inc., a former subsidiary of the Company (“Cytocom”), announced the completion of its merger with Cleveland BioLabs, Inc. (“CBLI”) which resulted in the Company’s receipt of 1,150,000 common shares of CBLI, reflecting the Company’s retained minority interest in Cytocom. Subsequent to the merger, CBLI adopted a new corporate name, Statera BioPharma, Inc., with the ticker symbol “STAB” effective September 1, 2021. Cytocom emerged as a publicly traded entity following the merger with CBLI.

In accordance with the reporting requirements of FASB ASC Topic 321, “Investments Equity Securities”, the Company re-measured the fair value of the STAB common shares at $0.32 per share and recognized a decrease in market value of $2,282,500 as of March 31, 2022.

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4. Notes payable

Notes Payable on March 31, 2022 and December 31, 2021:

	March 31, 2022		December 31, 2021
Promissory notes issued between December 2014 and January 2015. Lender earns interest at 10%. Notes were to be repaid in 36 monthly instalments of principal and interest commencing no later than October 15, 2015. These notes are in default.	$	70,000	$	70,000
Promissory notes issued between May 2015 and June 2016 and matured between February 2017 and November 2018. Lenders earn interest at rates between 2% and 10%. These notes are in default.	$	149,500		149,500
Promissory notes were issued in 2016. The notes accrue interest at 2% and matured between November 2017 and December 2017. These notes are in default.	$	606,500		606,500
Promissory notes were issued in 2017 accrue interest at 2% and matured between January 2018 and September 2018. These notes are in default.	$	205,000		205,000
Promissory notes were issued in 2017 accrue interest at 2% and matured in May 2018. These notes are in default.	$	150,000		150,000
Promissory notes were issued in 2017 accrue interest at 2% and matured between August 2018 and September 2018. These notes are in default.	$	116,800		116,800
Promissory notes were issued in 2017 accrue interest at 2%. The notes are in default.	$	105,500		105,500
Promissory notes were issued in the 2018 accrue interest at 2% and matured between May 2018 and January 2019. These notes are in default.	$	47,975		47,975
Promissory notes were issued in 2018 accrue interest at 2% and matured between July 2018 and October 2018. These notes include warrants between 1,000 and 5,000 shares with an exercise price of $5. These notes are in default.	$	65,000		65,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between August 2019 and January 2019. These notes include warrants between 60,000 and 500,000 shares with an exercise price of $0.05. These notes are in default.	$	118,000		118,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between January 2019 and November 2019. These notes include warrants between 200 and 39,500 shares with an exercise price of $5 to $40. These notes are in default.	$	323,855		323,855
Promissory note was issued to a related party in the first quarter of 2019. The note accrues interest at 2% and matured during July 2019. The note includes warrants for 4,600 shares with an exercise price of $5. The note is in default.	$	23,000		23,000
Promissory note was issued in the first quarter of 2019. The note accrues interest at 6% and matured in February 2020. The note is in default.	$	231,478		231,478
Promissory note was issued in the second quarter of 2019 accrues interest at 2% and matured in July 2019. The notes include warrants for 10,000 shares with an exercise price of $5. The note is in default.	$	10,000		10,000
Promissory note issued in October 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15% per annum, with $1,875 due in monthly interest payments, and matured on April 30, 2021. The note is in default.	$	150,000		150,000
Promissory note issued in the third quarter of 2020 accrues interest at 12% and matured in August 2021. The outstanding principal and interest accrued on this note were converted into 5,402 common shares in February 2021.		-		53,000
Promissory notes issued in the first quarter of 2021 in connection with a Note Purchase Agreement with a previous note holder. The new notes reflect all principal, interest and penalties associated with the original instrument. These notes accrue interest at 5% and a penalty rate of 7%. The holder of $348,800 of these notes (Global Reverb Corp.) is an entity wholly owned by the Company’s former Chief Executive Officer that is also a former director of the Company. These notes matured in March 2022 and are in default.	$	697,600		697,600
	$	3,070,208	$	3,070,208

13

As of March 31, 2022, the Company had accrued $656,484 in unpaid interest and default penalties. As of March 31, 2022 and December 31, 2021, the Company had $1,677,275 and $1,677,275, respectively, in notes payable to shareholders of record.

5. Capital Structure – Common Stock and Stock Purchase Warrants

Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

Stock Warrants

During the three months ended March 31, 2022 and March 31, 2021, no warrants issued or exercised. There were no modifications to the terms of any warrants issued by the Company during these periods.

On March 31, 2022, the Company had a total of 20,057,006 warrants rights outstanding. Included in the outstanding warrants are 18,730,000 warrants, held by thirty-one investors with an exercise price of $5.00 per share, that include provisions that limit the maximum impact of a reverse split on their warrant shares and the exercise price per share at 10-to-1.

The following is a summary of outstanding common stock warrants for the three-month period ended March 31, 2022.

Expiration Date	Number of Shares		Exercise Price		Remaining Life (years)
Second Quarter 2022		1,750	$	150		.25
Third Quarter 2022		1,650	$	50-100		.50
Fourth Quarter 2022		9,811	$	80-290		.75
First Quarter 2023		1,204,000	$	5-40		1.00
Second Quarter 2023		802,000	$	5-200		1.25
Third Quarter 2023		7,521,500	$	5-100		1.50
Fourth Quarter 2023		6,024,300	$	2-5		1.75
First Quarter 2024		3,660,000	$	5		2.00
Second Quarter 2024		800,000	$	5		2.25
Third Quarter 2028		3,000	$	70		6.50
Second Quarter 2032		28,995	$	10-70		10.00
		20,057,006	$	5-200

14

Following is a summary of outstanding stock warrants activity for the three months ended March 31, 2022:

	Number of Shares			Exercise Price		Weighted Average Price
Warrants as of December 31, 2021		20,057,156		$	2-290	$	5.21
Issued		-		$	-	$	-
Expired and forfeited		(150	)	$	200	$	200
Exercised		-		$	-	$	-
Warrants as of March 31, 2022		20,057,006		$	2-290	$	5.20

6. Income Taxes – Results of Operations

There was no income tax expense reflected in the results of operations for the years ended March 31, 2022 and 2021 because the Company incurred a net loss and has significant net loss operating carryforwards. Our tax rate can be affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in jurisdictions. It may also be affected by discrete items that may occur in any given year but are not consistent from year to year.

For U.S. federal purposes the corporate statutory income tax rate was 21%, for 2022 and 2021 tax years. The Company has recognized no tax benefit for the losses generated for the periods through March 31, 2022. ASC Topic 740 requires that a valuation allowance be provided if it is more likely than not that some portion or all a deferred tax asset will not be realized. The Company’s ability to realize the benefit of its deferred tax asset will depend on the generation of future taxable income. Because the Company has yet to recognize revenue, we believe that the full valuation allowance should be provided.

15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This report contains certain forward-looking statements that are based on the beliefs of management as well as assumptions made by and currently available to management. The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, future demand for our products and services, the successful commercialization of our products, general domestic and global economic conditions, government and environmental conditions and regulations, competition and customer strategies, changes in our business strategy or development plans, capital deployment, business disruptions, including those by fires, raw material supplies, environmental regulations, and other risks and uncertainties, certain of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those forward-looking statements. For further discussion of certain of the matters described above see the Cautionary Note Regarding Forward-Looking Statements included in our 2021 Annual Report on Form 10-K.

Undue reliance should not be placed on our forward-looking statements. Except as required by law, we disclaim an obligation to update any factors or to publicly announce the results of any revisions to any of the forward-looking statements contained in this quarterly report on Form 10-Q to reflect new information, future events, or other developments. The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q.

Forward-looking statements can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not a guarantee of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Each of the terms the “Company”, “we”, “us” or “our” as used herein refers collectively to Immune Therapeutics, Inc. and its subsidiaries, unless otherwise stated.

COMPANY OVERVIEW

Immune Therapeutics Inc. (the “Company” or “IMUN”) is a Florida corporation trading on the OTC-Pink. We are a drug development and commercialization company. We identify, evaluate, and seek to acquire technologies in the medical and drug development sectors with the intent to further develop them and move them to commercialization. Such commercialization efforts include sale, licensing and go to market strategies.

Our strategy has been limited due to lack of capital. Management is seeking to secure new investment capital with which to continue to pursue the Company’s strategy. There is no guaranty that the Company will be successful in securing additional capital.

GOING CONCERN

As of March 31, 2022, the Company had $436,888 in cash on hand, negative working capital and a stockholders’ deficit of $10,504,806. For the three months ended March 31, 2022, the Company reported net loss attributable to common shareholders of $2,556,550.

Historically the Company has relied on the funding of operations through private equity financings and management expects operating losses and negative cash flows to continue at more significant levels in the future. As the Company continues to incur losses, transition to profitability is dependent upon the successful development, approval, and commercialization of its current or future product candidates as they become available and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings and may seek additional capital through arrangements with strategic partners or from other sources.

16

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

If the Company is unable to secure new working capital, other alternatives strategies will be required.

There can be no guaranties that the Company will be successful in:

● Executing its restructuring plan

● Securing adequate capital to continue operations.

● Identifying and acquiring assets for future development.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Revenues

We had no revenues from operations during the three-month periods ended March 31, 2022 and 2021.

Operating Expenses

Selling, general and administrative

Selling, general and administrative expenses and related percentages for the three months ended March 31, 2022 and 2021 were as follows (dollar amounts in thousands):

	For the three months ended March 31,
	2022			2021
Selling, general and administrative	$	182		$	138
Decrease from prior year	$	44		$	(226	)
Percent decrease from prior year		32	%		(62	)%

For the three months ended March 31, 2022, the selling, general and administrative expense reflect business development activities and the finalizing the terms of current licensing transactions. The increase in administrative expense since the first quarter of 2021 reflects increases in professional services during the current year.

For the three months ended March 31, 2022 and 2021, selling, general and administrative expenses were made up as follows (dollar amounts in thousands):

	For the three months ended March 31,
	2022		2021
Shareholder and investor relations	$	2	$	6
Board fees		30		30
Contractors and consulting		59		35
Salaries and benefits		86		65
Other expenses		5		2

In the three months ended March 31, 2022, total selling, general and administrative expense was $182 compared to $138 for the corresponding period in 2021, an increase of $44 or 32%.

17

Research and development

R&D expenses and related percentages for the three months ended March 31, 2022 and 2021 were as follows (dollar amounts in thousands):

	For the three months ended March 31,
	2022			2021
Research and development	$	-		$	149
Increase/(decrease) from prior year	$	(149	)	$	117
Percent increase/(decrease) from prior year		(100	)%		366	%

There were no expenses for research and development in the three months ended March 31, 2022 compared to $149 in the same period in 2021.

The Company recorded $149 during the three months ended March 31, 2021 for fees payable to Penn State University related to license maintenance fees, minimum royalties and various patent evaluation and filing expenses. These liabilities were assigned to Cytocom in connection with a August 12, 2020 agreement. As Penn State has not consented to the assignment of these fees, the Company retains liability for them until paid by Cytocom; at which time, the Company will recognize a gain on the assignment of liabilities.

Interest Expense

Interest expense for the three months ended March 31, 2022 and 2021 were as follows (dollar amounts in thousands):

	For the three months ended March 31,
	2022			2021
Interest expense	$	92		$	100
Increase / (Decrease) from prior year	$	(8	)	$	(14	)
Percentage Increase (Decrease) from prior year		(8	)%		16	%

The decrease in interest expense during the three-month period ended March 31, 2022 reflects the effect of a Note Purchase Agreement entered into in March 2021 that reduced interest on $698 of principal from a compounding rate of 22% to simple 5% rate.

Liquidity

Liquidity is measured by our ability to secure enough cash to meet our contractual and operating needs as they arise. The Company does not anticipate generating sufficient cash flows from our operations to fund the next twelve months. The Company had cash on hand of $436,888 on March 31, 2022, compared to $493,885 on December 31, 2021.

For the three months ended March 31, 2022 the Company used $56,997 in operating activities. In the first quarter of 2021, the Company cash generated from operating activities of $1,687. The Company had no cash used or provided from investing or financing activities during the three-month periods ended March 31, 2022 and 2021.

The Company does not expect to generate revenues from sales in the foreseeable future. If the Company is unable to raise additional working capital to meet its operating obligations and expenditures, the Company be required to modify its business plan.

Off-Balance Sheet Arrangements

During the three months ended March 31, 2022 and 2021, the Company did not engage in any off-balance sheet arrangements as defined in item 303(a)(4) of the SEC’s Regulation S-K.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures as defined in Rules 13(a)-15(e) under the Exchange Act. Based on this evaluation, the principal executive officer who is also the principal financial officer concluded that, because of the weakness in internal controls over financial reporting described below, our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Management assessed the effectiveness of the internal controls over financial reporting as of using the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this assessment, our management concluded that the internal controls over financial reporting were not effective. The reportable conditions and material weakness relate to a limited segregation of duties and lack of an audit committee. The limited segregation of duties within our company and the lack of an audit committee are due to the small number of employees. Management has determined that this control deficiency constitutes a material weakness. This material weakness could result in material misstatements of significant accounts and disclosures that would result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. In addition, due to limited staffing, we are not always able to detect minor errors or omissions in reporting.

Going forward, management anticipates that additional staff will be necessary to mitigate these weaknesses, as well as to implement other planned improvements. Additional staff will enable us to document and apply transactional and periodic controls procedures, permit a better review and approval process and improve quality of financial reporting. However, the potential addition of new staff is contingent on obtaining additional financing, and there is no assurance that we will be able to do so.

Limitations on the Effectiveness of Internal Controls

Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our control have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On January 27, 2022, the Company was named as defendant in a lawsuit filed in the Superior Court of the State of Arizona for the County of Maricopa by Mr. Ira Gaines. The lawsuit is based on claims for breach of contract alleging the failure by the Company to make required payments of principal and interest arising out of the secured promissory note dated October 1, 2019 made by the Company in favor of Mr. Gaines in the original principal amount of $150,000. The relief sought by the plaintiff includes payment by the Company of the full principal balance, accrued and unpaid interest, continuing interest through the date of entry of judgment, late fees, post-judgment interest, and attorneys’ fees. The Company has retained counsel to respond to the complaint.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Please see note 4 to the Condensed Consolidated Financial Statements of Part I Item 1, which is incorporated by reference, for additional details. The current portion of notes payable on the Company’s Condensed Consolidated Balance Sheets above contains, at March 31, 2022, certain promissory notes on which the Company was in arrears on payments of principal as follows:

● $70,000 in promissory notes issued between December 2014 and January 2015. Lender earns interest at 10%.  Notes were to be repaid in 36 monthly instalments of principal and interest commencing no later than October 15, 2015.

● $149,500 in promissory notes issued between May 2015 and June 2016 and matured between February 2017 and November 2018. Lenders earn interest at rates between 2% and 10%.

● $606,500 in promissory notes issued in 2016 that accrue interest at 2% and matured between November 2017 and December 2017.

● $205,000 in promissory notes issued in 2017 that accrue that interest at 2% and matured between January 2018 and September 2018

● $150,000 in promissory notes issued in 2017 that accrue interest at 2% and matured in May 2018.

● $116,800 in promissory notes issued in 2017 that accrue interest at 2% and matured between August 2018 and September 2018.

● $105,500 promissory notes aggregating $105,500 issued in 2017 that accrues interest at 2%.

● $47,975 promissory notes issued in the 2018 that accrue interest at 2% and matured between May 2018 and January 2019.

● $65,000 in promissory notes issued in 2018 accrue interest at 2% and matured between July 2018 and October 2018. These notes include warrants between 1,000 and 5,000 shares with an exercise price of $5.

● $118,000 in promissory notes were issued in 2018, of which $3,000 were issued to a related party. The notes accrue interest at 2% and matured between August 2019 and January 2019. These notes include warrants between 60,000 and 500,000 shares with an exercise price of $0.05.

● $323,855 in promissory notes were issued in 2018, of which $210,000 is to a related party. The notes accrue interest at 2% and matured between January 2019 and November 2019. These notes include warrants between 200 and 39,500 shares with an exercise price of $5 to $40.

● $23,000 promissory note issued to a related party in the first quarter of 2019. The note accrues interest at 2% and matured during July 2019. The note includes warrants for 4,600 shares with an exercise price of $5.

● $231,478 in promissory notes issued in the first quarter of 2019. The note accrues interest at 6% and matured in February 2020.

● $10,000 promissory note issued in the second quarter of 2019 that accrues interest at 2% and matured in July 2019. The notes include warrants for 10,000 shares with an exercise price of $5.

● $150,000 promissory note issued in October 2019 that accrues interest at 15% matured on April 30, 2021.

● $697,600 promissory issued in the first quarter of 2021 in connection with a Note Purchase Agreement with a previous note holder that accrues interest at 5% and a penalty rate of 7% and matured in March 2022

On March 31, 2022, the Company had insufficient cash on hand to repay these notes.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

20

ITEM 6. EXHIBITS

The following exhibits are filed with this Quarterly Report:

Exhibit	Description
3.1	Restated Articles of Incorporation, incorporated by reference to Immune Therapeutics, Inc. Form 10 Registration Statement filed with the Securities and Exchange Commission on April 22, 2013 and the Amendment No. 1 to the Form 10 Registration Statement filed with the Securities and Exchange Commission on June 7, 2013.
3.2	Articles of Amendment to Articles of Incorporation, filed October 27, 2014, incorporated by reference to Exhibit 3.2 Immune Therapeutics, Inc. 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 16, 2021.
3.3	Articles of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 10.68 of Immune Therapeutics, Inc. Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on June 29, 2020
3.4	Articles of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 10.69 of Immune Therapeutics, Inc. Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on June 29, 2020.
3.5	Bylaws, incorporated by reference to Immune Therapeutics, Inc. Form 10 Registration Statement filed with the Securities and Exchange Commission on April 22, 2013 and the Amendment No. 1 to the Form 10 Registration Statement filed with the Securities and Exchange Commission on June 7, 2013.
10.1	Note Exchange Agreement dated March 31, 2021 between Immune Therapeutics, Inc. and Global Reverb Corporation and Robert J. Dailey, incorporated by reference to Exhibit 10.64 of Immune Therapeutics, Inc. Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 18, 2022.
10.2	Promissory Note dated March 11, 2021 between Immune Therapeutics, Inc., and Global Reverb Corporation, incorporated by reference to Exhibit 10.65 of Immune Therapeutics, Inc. Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 18, 2022.
10.3	Promissory Note dated March 11, 2021 between Immune Therapeutics, Inc., and Robert J. Dailey, incorporated by reference to Exhibit 10.66 of Immune Therapeutics, Inc. Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 18, 2022.
31.1	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

21

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Immune Therapeutics, Inc.
Date: May 3, 2022	By:	/s/ Kevin J. Phelps
		Kevin J. Phelps
		Chief Executive Officer and Chief Financial Officer

22

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Kevin J. Phelps, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Immune Therapeutics, Inc.;
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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15-d-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, including its consolidated subsidiaries, 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

5. The registrant’s other certifying officer(s) and I 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.

Date: May 3, 2022	By:	/s/ Kevin J. Phelps
		Kevin J. Phelps
		Chief Executive Officer
		(Principal Executive Officer)

CERTIFICATION

I, Kevin J. Phelps, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Immune Therapeutics, Inc.;
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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-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, including its consolidated subsidiaries, 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

5. The registrant’s other certifying officer(s) and I 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.

Date: May 3, 2022	By:	/s/ Kevin J. Phelps
		Kevin J. Phelps
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

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 of Immune Therapeutics, Inc. (the “Company”) on Form 10-Q for the quarter ending March 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I , Kevin J. Phelps, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2020, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, 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 results of operations of the Company at the dates and for the periods indicated.

Date: May 3, 2022	By:	/s/ Kevin J. Phelps
		Kevin J. Phelps
		Chief Executive Officer
		(Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 03, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-54933
Entity Registrant Name	IMMUNE THERAPEUTICS, INC.
Entity Central Index Key	0001559356
Entity Tax Identification Number	59-3226705
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	2431 Aloma Ave.
Entity Address, Address Line Two	Suite 124
Entity Address, City or Town	Winter Park
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32792
City Area Code	888
Local Phone Number	613-8802
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		483,714

XML

Condensed Consolidated Balance Sheet - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 436,888	$ 493,885
Investment in common stock	362,250	2,645,000
Total current assets	799,138	3,138,885
Total Assets	799,138	3,138,885
Current Liabilities:
Accounts payable	2,171,020	2,184,848
Accrued payroll	3,425,796	3,421,176
Notes payable, net of debt discount	3,070,208	3,070,208
Net due to related parties	981,421	891,420
Undocumented investor advances	715,631	715,631
Accrued interest	656,484	564,300
Accrued liabilities	283,384	239,558
Total current liabilities	11,303,944	11,087,141
Total Liabilities	11,303,944	11,087,141
Commitments and Contingencies
Stockholders’ Deficit:
Common stock – par value $0.0001; 750,000,000 and 500,000,000 shares authorized, respectively; 483,714 shares issued and outstanding	49	49
Additional paid in capital	371,473,810	371,473,810
Stock issuances due	10,303	10,303
Accumulated deficit	(381,988,968)	(379,432,418)
Stockholders' Equity Attributable to Parent	(10,867,056)	(7,948,256)
Total Liabilities and Stockholders’ Deficit	$ 799,138	$ 3,138,885

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Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000	500,000,000
Common stock, shares issued	483,714	483,714
Common stock, shares outstanding	483,714	483,714

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Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses:
Selling, general and administrative	$ 181,616	$ 138,726
Research and development expense		148,693
Total operating expenses	181,616	287,419
Loss from operations	(181,616)	(287,419)
Other (expense) income:
Decrease in carrying value of common shares	(2,282,750)
Interest expense	(92,184)	(100,404)
Gain on derivative liability revaluation		1,178,230
Total other (expense) income	(2,374,934)	1,077,826
Net (loss) income	$ (2,556,550)	$ 790,407
Basic (loss) income per share attributable to common shareholders	$ (5.29)	$ 1.65
Diluted (loss) income per share to common shareholders	$ (5.29)	$ 0.05
Basic weighted average number of shares outstanding	483,714	478,305
Diluted weighted average number of shares outstanding	483,714	16,594,895

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Consolidated Statements of Stockholders' Equity/(Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock To Be Issued [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 48	$ 371,341,120	$ 10,303	$ (383,018,452)	$ (11,666,981)
Beginning balance, shares at Dec. 31, 2020	476,504
Issuance of common stock upon conversion of debt	$ 1	56,479			56,480
Issuance of common stock upon conversion of debt, shares	5,402
Extinguishment of derivative liability upon conversion of debt		76,211			76,211
Net income (loss)				790,407	790,407
Ending balance, value at Mar. 31, 2021	$ 49	371,473,810	10,303	(382,228,045)	(10,743,883)
Ending balance, shares at Mar. 31, 2021	481,906
Beginning balance, value at Dec. 31, 2021	$ 49	371,473,810	10,303	(379,432,418)	(7,948,256)
Beginning balance, shares at Dec. 31, 2021	483,714
Net income (loss)				(2,556,550)	(2,556,550)
Ending balance, value at Mar. 31, 2022	$ 49	$ 371,473,810	$ 10,303	$ (382,351,800)	$ (10,867,056)
Ending balance, shares at Mar. 31, 2022	483,714

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Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ (2,556,550)	$ 790,407
Adjustments to reconcile net (loss) income to net cash flows used in operating activities:
Decrease in carrying value of common shares	2,282,750
Change in value of derivative		(1,178,230)
Amortization of debt discount		34,789
Changes in operating assets and liabilities:
Deposits		53
Accounts payable	(13,828)	147,965
Accrued payroll	4,620
Accrued interest	92,184	65,613
Accrued liabilities	43,826	46,500
Due to related parties	90,001	94,590
Net cash from operating activities	(56,997)	1,687
Net increase in cash and cash equivalents	(56,997)	1,687
Cash and cash equivalents at beginning of period	493,885	9,971
Cash and cash equivalents at end of period	436,888	11,658
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Conversion of debt and accrued interest to common stock		$ 56,480

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Company Overview

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Company Overview

1. Company Overview

Immune Therapeutics Inc. (the “Company” or “IMUN”) is a Florida Public Company trading on the OTC-Pink. The Company has been inactive for the last year due to a lack of funding, and with the Company’s current structure, it is impossible to move forward until a restructuring of the Company is completed.

Going Concern

As of March 31, 2022, the Company had $436,888 in cash on hand, negative working capital of $10,867,056 and a stockholders’ deficit of $10,504,806. For the first quarter ended March 31, 2022, the Company reported a net loss attributable to common shareholders of $2,556,550. For the three months ended March 31, 2021, the Company reported net income attributable to common shareholders of $790,407. Included in net income for the first quarter of 2021 was a non-cash non-operating gain of $1,178,230 resulting from elimination of a derivative liability upon the satisfaction of the underlying debt instrument.

Historically the Company has relied on the funding of operations through private equity financings and management expects operating losses and negative cash flows to continue at more significant levels in the future. As the Company continues to incur losses, transition to profitability is dependent upon the successful development, approval, and commercialization of product candidates as they become available and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings and may seek additional capital through arrangements with strategic partners or from other sources.

Working capital on March 31, 2022 is not sufficient to meet the cash requirements to fund planned operations through the next twelve months without additional sources of cash. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

Management is developing as a strategy to re-capitalize the Company and position it for future growth. Key steps to this process include:

● Improve the condition of the balance sheet via license arrangements and capital infusions

● Identify and acquire late-stage assets for commercialization

● Build out operational infrastructure to generate revenue opportunities to grow shareholder value.

There can be no guaranties that the Company will be successful in securing adequate capital to continue operations and in identifying and acquiring assets for future development. If the Company is unable to secure new working capital, other alternatives strategies will be required.

Historically, the Company has been able to acquire and develop assets, spin them out and retain both an equity stake and royalties and milestone payments. In so doing, the Company has acted as an incubator for late-stage drug development. Management believes that this strategy can continue to be successful. At this time, the Company is reviewing several opportunities which it may pursue as soon as funding is available. At present no definitive actions have been taken.

There can be no guaranties that the Company will be successful in:

● Executing its restructuring plan

● Securing adequate capital to continue operations.

● Identifying and acquiring assets for future development.

Company History

Immune Therapeutics, Inc. (“the Company”, “Immune”) was initially incorporated in Florida on December 2, 1993, as Resort Clubs International, Inc. (“Resort Clubs”). It was formed to manage and market golf course properties in resort markets throughout the United States. Galliano International Ltd. (“Galliano”) was incorporated in Delaware on May 27, 1998, and began trading in November 1999 through the filing of a 15C-211. On November 10, 2004, Galliano merged with Resort Clubs. Resort Clubs was the surviving corporation. On August 23, 2010, Resort Clubs changed its name to pH Environmental Inc. (“pH Environmental”). On April 23, 2012, pH Environmental completed a name change to TNI BioTech, Inc., and on April 24, 2012, we executed a share exchange agreement for the acquisition of all the outstanding shares of TNI BioTech IP, Inc. On September 4, 2014, a majority of our shareholders approved an amendment to our Amended and Restated Articles of Incorporation, as amended, to change our name to Immune Therapeutics, Inc. We filed our name change amendment with the Secretary of State of Florida on October 27, 2014, changing our name to Immune Therapeutics, Inc.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2021 (including the notes thereto) set forth in Form 10- K.

We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s senior management has reviewed these critical accounting policies and related disclosures with the Company’s Board of Directors. The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results.

Use of Estimates

The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates.

Cash, Cash Equivalents, and Short-Term Investments

The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000.

Segment and Geographic Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making.

Fair Value of Financial Instruments

In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “Financial Instruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.

Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of the Company’s investment in the common stock of Statera BioPharma, Inc. (“STAB”) has been measured based on the quoted per share price as reported on NASDAQ and reflects an impairment loss as of March 31, 2022. The carrying value of notes payable approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes.

Research and Development Costs

Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies.

Income Taxes

The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of March 31, 2022 and 2021, the Company does not have a liability for unrecognized tax uncertainties.

The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of March 31, 2022, and 2021, the Company does not have any interest or penalties related to uncertain tax positions.

Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration

The Company did not grant any stock-based compensation awards during the three months ended March 31, 2022 and 2021.

The Company measures and recognizes compensation expense for share-based awards based on estimated fair values equalling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 718, “Compensation-Stock Compensation.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.

Net (Loss) Income per Share

For the three months ended March 31, 2022, basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents.

Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. For the three months ended March 31, 2022, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The Company’s potential dilutive securities, which include stock warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

For the three-month ended March 31, 2021, basic net income per share was calculated by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted income per share, for the three-month period ended March 31, 2021, was calculated by dividing the net income by the weighted-average number of common shares outstanding for the period determined using the treasury-stock method and the if-converted method.

A reconciliation for the three-month period ended March 31, 2021 of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows:

	Net Income (Numerator)		Weighted Average Common Shares (Denominator)			Per Share Amount
Basic EPS
Income available to common stockholders	$	790,407		478,305		$	1.65
Diluted EPS
Effect of warrants convertible into common stock		-		20,012,083			-
Potential shares purchasable using proceeds of warrants		-		(3,925,915	)		-
Effect of convertible debt		-		30,422			-
Income available to common stockholders	$	790,407		16,594,895		$	0.05

Recent Accounting Standards

The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the first quarter 2022. Applicable pronouncements will be adopted by the Company in accordance with the accounting guidance and definition. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

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Investment in Common Stock

3 Months Ended

Mar. 31, 2022

Investment In Common Stock

Investment in Common Stock

Note 3. Investment in Common Stock

In 2021, Cytocom, Inc., a former subsidiary of the Company (“Cytocom”), announced the completion of its merger with Cleveland BioLabs, Inc. (“CBLI”) which resulted in the Company’s receipt of 1,150,000 common shares of CBLI, reflecting the Company’s retained minority interest in Cytocom. Subsequent to the merger, CBLI adopted a new corporate name, Statera BioPharma, Inc., with the ticker symbol “STAB” effective September 1, 2021. Cytocom emerged as a publicly traded entity following the merger with CBLI.

In accordance with the reporting requirements of FASB ASC Topic 321, “Investments Equity Securities”, the Company re-measured the fair value of the STAB common shares at $0.32 per share and recognized a decrease in market value of $2,282,500 as of March 31, 2022.

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Notes payable

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Notes payable

4. Notes payable

Notes Payable on March 31, 2022 and December 31, 2021:

	March 31, 2022		December 31, 2021
Promissory notes issued between December 2014 and January 2015. Lender earns interest at 10%. Notes were to be repaid in 36 monthly instalments of principal and interest commencing no later than October 15, 2015. These notes are in default.	$	70,000	$	70,000
Promissory notes issued between May 2015 and June 2016 and matured between February 2017 and November 2018. Lenders earn interest at rates between 2% and 10%. These notes are in default.	$	149,500		149,500
Promissory notes were issued in 2016. The notes accrue interest at 2% and matured between November 2017 and December 2017. These notes are in default.	$	606,500		606,500
Promissory notes were issued in 2017 accrue interest at 2% and matured between January 2018 and September 2018. These notes are in default.	$	205,000		205,000
Promissory notes were issued in 2017 accrue interest at 2% and matured in May 2018. These notes are in default.	$	150,000		150,000
Promissory notes were issued in 2017 accrue interest at 2% and matured between August 2018 and September 2018. These notes are in default.	$	116,800		116,800
Promissory notes were issued in 2017 accrue interest at 2%. The notes are in default.	$	105,500		105,500
Promissory notes were issued in the 2018 accrue interest at 2% and matured between May 2018 and January 2019. These notes are in default.	$	47,975		47,975
Promissory notes were issued in 2018 accrue interest at 2% and matured between July 2018 and October 2018. These notes include warrants between 1,000 and 5,000 shares with an exercise price of $5. These notes are in default.	$	65,000		65,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between August 2019 and January 2019. These notes include warrants between 60,000 and 500,000 shares with an exercise price of $0.05. These notes are in default.	$	118,000		118,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between January 2019 and November 2019. These notes include warrants between 200 and 39,500 shares with an exercise price of $5 to $40. These notes are in default.	$	323,855		323,855
Promissory note was issued to a related party in the first quarter of 2019. The note accrues interest at 2% and matured during July 2019. The note includes warrants for 4,600 shares with an exercise price of $5. The note is in default.	$	23,000		23,000
Promissory note was issued in the first quarter of 2019. The note accrues interest at 6% and matured in February 2020. The note is in default.	$	231,478		231,478
Promissory note was issued in the second quarter of 2019 accrues interest at 2% and matured in July 2019. The notes include warrants for 10,000 shares with an exercise price of $5. The note is in default.	$	10,000		10,000
Promissory note issued in October 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15% per annum, with $1,875 due in monthly interest payments, and matured on April 30, 2021. The note is in default.	$	150,000		150,000
Promissory note issued in the third quarter of 2020 accrues interest at 12% and matured in August 2021. The outstanding principal and interest accrued on this note were converted into 5,402 common shares in February 2021.		-		53,000
Promissory notes issued in the first quarter of 2021 in connection with a Note Purchase Agreement with a previous note holder. The new notes reflect all principal, interest and penalties associated with the original instrument. These notes accrue interest at 5% and a penalty rate of 7%. The holder of $348,800 of these notes (Global Reverb Corp.) is an entity wholly owned by the Company’s former Chief Executive Officer that is also a former director of the Company. These notes matured in March 2022 and are in default.	$	697,600		697,600
	$	3,070,208	$	3,070,208

As of March 31, 2022, the Company had accrued $656,484 in unpaid interest and default penalties. As of March 31, 2022 and December 31, 2021, the Company had $1,677,275 and $1,677,275, respectively, in notes payable to shareholders of record.

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Capital Structure – Common Stock and Stock Purchase Warrants

3 Months Ended

Mar. 31, 2022

Capital Structure Common Stock And Stock Purchase Warrants

Capital Structure – Common Stock and Stock Purchase Warrants

5. Capital Structure – Common Stock and Stock Purchase Warrants

Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

Stock Warrants

During the three months ended March 31, 2022 and March 31, 2021, no warrants issued or exercised. There were no modifications to the terms of any warrants issued by the Company during these periods.

On March 31, 2022, the Company had a total of 20,057,006 warrants rights outstanding. Included in the outstanding warrants are 18,730,000 warrants, held by thirty-one investors with an exercise price of $5.00 per share, that include provisions that limit the maximum impact of a reverse split on their warrant shares and the exercise price per share at 10-to-1.

The following is a summary of outstanding common stock warrants for the three-month period ended March 31, 2022.

Expiration Date	Number of Shares		Exercise Price		Remaining Life (years)
Second Quarter 2022		1,750	$	150		.25
Third Quarter 2022		1,650	$	50-100		.50
Fourth Quarter 2022		9,811	$	80-290		.75
First Quarter 2023		1,204,000	$	5-40		1.00
Second Quarter 2023		802,000	$	5-200		1.25
Third Quarter 2023		7,521,500	$	5-100		1.50
Fourth Quarter 2023		6,024,300	$	2-5		1.75
First Quarter 2024		3,660,000	$	5		2.00
Second Quarter 2024		800,000	$	5		2.25
Third Quarter 2028		3,000	$	70		6.50
Second Quarter 2032		28,995	$	10-70		10.00
		20,057,006	$	5-200

Following is a summary of outstanding stock warrants activity for the three months ended March 31, 2022:

	Number of Shares			Exercise Price		Weighted Average Price
Warrants as of December 31, 2021		20,057,156		$	2-290	$	5.21
Issued		-		$	-	$	-
Expired and forfeited		(150	)	$	200	$	200
Exercised		-		$	-	$	-
Warrants as of March 31, 2022		20,057,006		$	2-290	$	5.20

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Income Taxes – Results of Operations

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes – Results of Operations

6. Income Taxes – Results of Operations

There was no income tax expense reflected in the results of operations for the years ended March 31, 2022 and 2021 because the Company incurred a net loss and has significant net loss operating carryforwards. Our tax rate can be affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in jurisdictions. It may also be affected by discrete items that may occur in any given year but are not consistent from year to year.

For U.S. federal purposes the corporate statutory income tax rate was 21%, for 2022 and 2021 tax years. The Company has recognized no tax benefit for the losses generated for the periods through March 31, 2022. ASC Topic 740 requires that a valuation allowance be provided if it is more likely than not that some portion or all a deferred tax asset will not be realized. The Company’s ability to realize the benefit of its deferred tax asset will depend on the generation of future taxable income. Because the Company has yet to recognize revenue, we believe that the full valuation allowance should be provided.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2021 (including the notes thereto) set forth in Form 10- K.

We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s senior management has reviewed these critical accounting policies and related disclosures with the Company’s Board of Directors. The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results.

Use of Estimates

Use of Estimates

The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates.

Cash, Cash Equivalents, and Short-Term Investments

Cash, Cash Equivalents, and Short-Term Investments

The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000.

Segment and Geographic Information

Segment and Geographic Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “Financial Instruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.

Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of the Company’s investment in the common stock of Statera BioPharma, Inc. (“STAB”) has been measured based on the quoted per share price as reported on NASDAQ and reflects an impairment loss as of March 31, 2022. The carrying value of notes payable approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes.

Research and Development Costs

Research and Development Costs

Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies.

Income Taxes

Income Taxes

The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of March 31, 2022 and 2021, the Company does not have a liability for unrecognized tax uncertainties.

The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of March 31, 2022, and 2021, the Company does not have any interest or penalties related to uncertain tax positions.

Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration

Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration

The Company did not grant any stock-based compensation awards during the three months ended March 31, 2022 and 2021.

The Company measures and recognizes compensation expense for share-based awards based on estimated fair values equalling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 718, “Compensation-Stock Compensation.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.

Net (Loss) Income per Share

Net (Loss) Income per Share

For the three months ended March 31, 2022, basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents.

Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. For the three months ended March 31, 2022, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The Company’s potential dilutive securities, which include stock warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

For the three-month ended March 31, 2021, basic net income per share was calculated by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted income per share, for the three-month period ended March 31, 2021, was calculated by dividing the net income by the weighted-average number of common shares outstanding for the period determined using the treasury-stock method and the if-converted method.

A reconciliation for the three-month period ended March 31, 2021 of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows:

	Net Income (Numerator)		Weighted Average Common Shares (Denominator)			Per Share Amount
Basic EPS
Income available to common stockholders	$	790,407		478,305		$	1.65
Diluted EPS
Effect of warrants convertible into common stock		-		20,012,083			-
Potential shares purchasable using proceeds of warrants		-		(3,925,915	)		-
Effect of convertible debt		-		30,422			-
Income available to common stockholders	$	790,407		16,594,895		$	0.05

Recent Accounting Standards

Recent Accounting Standards

The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the first quarter 2022. Applicable pronouncements will be adopted by the Company in accordance with the accounting guidance and definition. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Basic and Diluted Earnings per Share

A reconciliation for the three-month period ended March 31, 2021 of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows:

	Net Income (Numerator)		Weighted Average Common Shares (Denominator)			Per Share Amount
Basic EPS
Income available to common stockholders	$	790,407		478,305		$	1.65
Diluted EPS
Effect of warrants convertible into common stock		-		20,012,083			-
Potential shares purchasable using proceeds of warrants		-		(3,925,915	)		-
Effect of convertible debt		-		30,422			-
Income available to common stockholders	$	790,407		16,594,895		$	0.05

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Notes payable (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Notes Payable

Notes Payable on March 31, 2022 and December 31, 2021:

	March 31, 2022		December 31, 2021
Promissory notes issued between December 2014 and January 2015. Lender earns interest at 10%. Notes were to be repaid in 36 monthly instalments of principal and interest commencing no later than October 15, 2015. These notes are in default.	$	70,000	$	70,000
Promissory notes issued between May 2015 and June 2016 and matured between February 2017 and November 2018. Lenders earn interest at rates between 2% and 10%. These notes are in default.	$	149,500		149,500
Promissory notes were issued in 2016. The notes accrue interest at 2% and matured between November 2017 and December 2017. These notes are in default.	$	606,500		606,500
Promissory notes were issued in 2017 accrue interest at 2% and matured between January 2018 and September 2018. These notes are in default.	$	205,000		205,000
Promissory notes were issued in 2017 accrue interest at 2% and matured in May 2018. These notes are in default.	$	150,000		150,000
Promissory notes were issued in 2017 accrue interest at 2% and matured between August 2018 and September 2018. These notes are in default.	$	116,800		116,800
Promissory notes were issued in 2017 accrue interest at 2%. The notes are in default.	$	105,500		105,500
Promissory notes were issued in the 2018 accrue interest at 2% and matured between May 2018 and January 2019. These notes are in default.	$	47,975		47,975
Promissory notes were issued in 2018 accrue interest at 2% and matured between July 2018 and October 2018. These notes include warrants between 1,000 and 5,000 shares with an exercise price of $5. These notes are in default.	$	65,000		65,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between August 2019 and January 2019. These notes include warrants between 60,000 and 500,000 shares with an exercise price of $0.05. These notes are in default.	$	118,000		118,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between January 2019 and November 2019. These notes include warrants between 200 and 39,500 shares with an exercise price of $5 to $40. These notes are in default.	$	323,855		323,855
Promissory note was issued to a related party in the first quarter of 2019. The note accrues interest at 2% and matured during July 2019. The note includes warrants for 4,600 shares with an exercise price of $5. The note is in default.	$	23,000		23,000
Promissory note was issued in the first quarter of 2019. The note accrues interest at 6% and matured in February 2020. The note is in default.	$	231,478		231,478
Promissory note was issued in the second quarter of 2019 accrues interest at 2% and matured in July 2019. The notes include warrants for 10,000 shares with an exercise price of $5. The note is in default.	$	10,000		10,000
Promissory note issued in October 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15% per annum, with $1,875 due in monthly interest payments, and matured on April 30, 2021. The note is in default.	$	150,000		150,000
Promissory note issued in the third quarter of 2020 accrues interest at 12% and matured in August 2021. The outstanding principal and interest accrued on this note were converted into 5,402 common shares in February 2021.		-		53,000
Promissory notes issued in the first quarter of 2021 in connection with a Note Purchase Agreement with a previous note holder. The new notes reflect all principal, interest and penalties associated with the original instrument. These notes accrue interest at 5% and a penalty rate of 7%. The holder of $348,800 of these notes (Global Reverb Corp.) is an entity wholly owned by the Company’s former Chief Executive Officer that is also a former director of the Company. These notes matured in March 2022 and are in default.	$	697,600		697,600
	$	3,070,208	$	3,070,208

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Capital Structure – Common Stock and Stock Purchase Warrants (Tables)

3 Months Ended

Mar. 31, 2022

Capital Structure Common Stock And Stock Purchase Warrants

Schedule of Outstanding Common Stock Warrant

The following is a summary of outstanding common stock warrants for the three-month period ended March 31, 2022.

Expiration Date	Number of Shares		Exercise Price		Remaining Life (years)
Second Quarter 2022		1,750	$	150		.25
Third Quarter 2022		1,650	$	50-100		.50
Fourth Quarter 2022		9,811	$	80-290		.75
First Quarter 2023		1,204,000	$	5-40		1.00
Second Quarter 2023		802,000	$	5-200		1.25
Third Quarter 2023		7,521,500	$	5-100		1.50
Fourth Quarter 2023		6,024,300	$	2-5		1.75
First Quarter 2024		3,660,000	$	5		2.00
Second Quarter 2024		800,000	$	5		2.25
Third Quarter 2028		3,000	$	70		6.50
Second Quarter 2032		28,995	$	10-70		10.00
		20,057,006	$	5-200

Schedule of Outstanding Stock Warrants

Following is a summary of outstanding stock warrants activity for the three months ended March 31, 2022:

	Number of Shares			Exercise Price		Weighted Average Price
Warrants as of December 31, 2021		20,057,156		$	2-290	$	5.21
Issued		-		$	-	$	-
Expired and forfeited		(150	)	$	200	$	200
Exercised		-		$	-	$	-
Warrants as of March 31, 2022		20,057,006		$	2-290	$	5.20

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Company Overview (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 436,888
Working capital	10,867,056
Stockholders' equity	(10,867,056)	$ (10,743,883)	$ (7,948,256)	$ (11,666,981)
Net income loss	2,556,550	(790,407)
Net Income (Loss) Attributable to Parent	(2,556,550)	$ 790,407
Nonoperating gains (losses)	$ 1,178,230

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Schedule of Basic and Diluted Earnings per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Basic EPS, Income available to common stockholders		$ 790,407
Basic EPS, Weighted average common shares, basic	483,714	478,305
Basic earnings per share	$ (5.29)	$ 1.65
Diluted EPS, Effect of warrants convertible into common stock
Diluted EPS, Weighted average common shares, diluted		20,012,083
Diluted earnings per share
Diluted EPS, Potential shares purchasable using proceeds of warrants
Diluted EPS, Weighted average common shares, Potential shares		(3,925,915)
Potential shares, Diluted earnings per share
Diluted EPS, Effect of convertible debt
Diluted EPS, Weighted average common shares, Effect of convertible debt		30,422
Effect of convertible debt, Diluted earnings per share
Diluted EPS, Income available to common stockholders		$ 790,407
Diluted EPS, Weighted average common shares, Available to stockholders		16,594,895
Available to stockholders, Diluted earnings per share		$ 0.05

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Summary of Significant Accounting Policies (Details Narrative)	Mar. 31, 2022 USD ($)
Accounting Policies [Abstract]
Cash at federal deposit	$ 250,000

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Investment in Common Stock (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Cleveland BioLabs, Inc. [Member]
Stock issued, shares acquisitions		1,150,000
Stratera BioPharma Inc [Member]
Share price	$ 0.32
Market risk benefit, change in fair value, gain (loss)	$ 2,282,500

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Schedule of Notes Payable (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Notes Payable	$ 3,070,208	$ 3,070,208
Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes Payable	70,000	70,000
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes Payable	149,500	149,500
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Notes Payable	606,500	606,500
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Notes Payable	205,000	205,000
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Notes Payable	150,000	150,000
Notes Payable Six [Member]
Short-Term Debt [Line Items]
Notes Payable	116,800	116,800
Notes Payable Seven [Member]
Short-Term Debt [Line Items]
Notes Payable	105,500	105,500
Notes Payable Eight [Member]
Short-Term Debt [Line Items]
Notes Payable	47,975	47,975
Notes Payable Nine [Member]
Short-Term Debt [Line Items]
Notes Payable	65,000	65,000
Notes Payable Ten [Member]
Short-Term Debt [Line Items]
Notes Payable	118,000	118,000
Notes Payable Eleven [Member]
Short-Term Debt [Line Items]
Notes Payable	323,855	323,855
Notes Payable Twelve [Member]
Short-Term Debt [Line Items]
Notes Payable	23,000	23,000
Notes Payable Thirteen [Member]
Short-Term Debt [Line Items]
Notes Payable	231,478	231,478
Notes Payable Fourteen [Member]
Short-Term Debt [Line Items]
Notes Payable	10,000	10,000
Notes Payable Fifteen [Member]
Short-Term Debt [Line Items]
Notes Payable	150,000	150,000
Notes Payable Sixteen [Member]
Short-Term Debt [Line Items]
Notes Payable		53,000
Notes Payable Seventeen [Member]
Short-Term Debt [Line Items]
Notes Payable	$ 697,600	$ 697,600

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Schedule of Notes Payable (Details) (Parenthetical) - USD ($)		1 Months Ended	2 Months Ended	3 Months Ended				12 Months Ended			14 Months Ended
	Oct. 31, 2019	Feb. 28, 2021	Jan. 31, 2015	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2016	Mar. 31, 2022
Short-Term Debt [Line Items]
Class of warrant or right, outstanding												20,057,006
Minimum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, exercise price												$ 5
Maximum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, exercise price												$ 200
Notes Payable One [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum			10.00%
Number of installments			36 months
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Debt instrument maturity date description											February 2017 and November 2018
Notes Payable Two [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum											2.00%
Notes Payable Two [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum											10.00%
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum										2.00%
Debt instrument maturity date description										November 2017 and December 2017
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum									2.00%
Debt instrument maturity date description									January 2018 and September 2018
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum									2.00%
Debt instrument maturity date description									May 2018
Notes Payable Six [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum									2.00%
Debt instrument maturity date description									August 2018 and September 2018
Notes Payable Seven [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum									2.00%
Notes Payable Eight [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum								2.00%
Debt instrument maturity date description								May 2018 and January 2019
Notes Payable Nine [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum								2.00%
Debt instrument maturity date description								July 2018 and October 2018
Class of warrant or right, exercise price								$ 5
Notes Payable Nine [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, outstanding								1,000
Notes Payable Nine [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, outstanding								5,000
Notes Payable Ten [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum								2.00%
Debt instrument maturity date description								August 2019 and January 2019
Class of warrant or right, exercise price								$ 0.05
Notes Payable Ten [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, outstanding								60,000
Notes Payable Ten [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, outstanding								500,000
Notes Payable Eleven [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum								2.00%
Debt instrument maturity date description								January 2019 and November 2019
Notes Payable Eleven [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, outstanding								200
Class of warrant or right, exercise price								$ 5
Notes Payable Eleven [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, outstanding								39,500
Class of warrant or right, exercise price								$ 40
Notes Payable Twelve [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum							2.00%
Debt instrument maturity date description							July 2019
Class of warrant or right, outstanding							4,600
Class of warrant or right, exercise price							$ 5
Notes Payable Thirteen [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum							6.00%
Debt instrument maturity date description							February 2020
Notes Payable Fourteen [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum						2.00%
Debt instrument maturity date description						July 2019
Class of warrant or right, outstanding						10,000
Class of warrant or right, exercise price						$ 5
Notes Payable Fifteen [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum	15.00%
Debt instrument maturity date description	April 30, 2021
Debt instrument, periodic payment	$ 1,875
Notes Payable Sixteen [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum					12.00%
Debt instrument maturity date description					August 2021
Debt converted shares		5,402
Notes Payable Seventeen [Member]
Short-Term Debt [Line Items]
Percentage of interest rate per annum				5.00%
Debt instrument maturity date description				March 2022
Debt penalty percentage				7.00%
Debt Instrument, Face Amount				$ 348,800

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Notes payable (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Accrued interest	$ 656,484	$ 564,300
Notes payable to shareholders	$ 1,677,275	$ 1,677,275

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Schedule of Outstanding Common Stock Warrant (Details)	Mar. 31, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Shares | shares	20,057,006
Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 5
Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 200
Second Quarter 2022 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	1,750
Exercise Price	$ 150
Remaining Life (years)	3 months
Third Quarter 2022 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	1,650
Remaining Life (years)	6 months
Third Quarter 2022 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 50
Third Quarter 2022 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 100
Fourth Quarter 2022 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	9,811
Remaining Life (years)	9 months
Fourth Quarter 2022 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 80
Fourth Quarter 2022 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 290
First Quarter 2023 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	1,204,000
Remaining Life (years)	1 year
First Quarter 2023 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 5
First Quarter 2023 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 40
Second Quarter 2023 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	802,000
Remaining Life (years)	1 year 3 months
Second Quarter 2023 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 5
Second Quarter 2023 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 200
Third Quarter 2023 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	7,521,500
Remaining Life (years)	1 year 6 months
Third Quarter 2023 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 5
Third Quarter 2023 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 100
Fourth Quarter 2023 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	6,024,300
Remaining Life (years)	1 year 9 months
Fourth Quarter 2023 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 2
Fourth Quarter 2023 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 5
First Quarter 2024 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	3,660,000
Exercise Price	$ 5
Remaining Life (years)	2 years
Second Quarter 2024 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	800,000
Exercise Price	$ 5
Remaining Life (years)	2 years 3 months
Second Quarter 2024 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	3,000
Exercise Price	$ 70
Remaining Life (years)	6 years 6 months
Second Quarter 2032 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	28,995
Remaining Life (years)	10 years
Second Quarter 2032 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 10
Second Quarter 2032 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price	$ 70

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Schedule of Outstanding Stock Warrants (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Number of Shares Warrants, Beginning balance | shares	20,057,156
Weighted Average Price, Beginning balance	$ 5.21
Number of Shares Warrants, Issued | shares
Exercise Price, Issued
Weighted Average Price, Issued
Number of Shares Warrants, Expired and forfeited | shares	(150)
Exercise Price, Expired and forfeited	$ 200
Weighted Average Price, Expired and forfeited	$ 200
Number of Shares Warrants, Exercised | shares
Exercise Price, Exercised
Weighted Average Price, Exercised
Number of Shares Warrants, Ending balance | shares	20,057,006
Weighted Average Price, Ending balance	$ 5.20
Minimum [Member]
Exercise Price	2
Exercise Price	2
Maximum [Member]
Exercise Price	290
Exercise Price	$ 290

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Capital Structure – Common Stock and Stock Purchase Warrants (Details Narrative)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Class of Warrant or Right, Outstanding	20,057,006
Thirty-One Warrant Holders [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Class of Warrant or Right, Outstanding	18,730,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 5.00
Stockholders' Equity, Reverse Stock Split	warrant shares and the exercise price per share at 10-to-1

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Income Taxes – Results of Operations (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0
Statutory income tax rate	21.00%	21.00%