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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2024

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number: 000-56145

VICAPSYS LIFE SCIENCES, INC.

Florida		91-1930691
(State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification Number)

7778 Mcginnis Ferry Rd. #270
Suwanee, GA		30024
(Address of Principal Executive Offices)		(Zip Code)

(972) 891-8033

(Registrant’s Telephone Number, Including Area Code)

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

Securities registered under Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the issuer (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 has for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	Emerging growth company ☒

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

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

The number of shares outstanding of the registrant’s $0.001 par value common stock as of December 13, 2024, was 32,371,299).

Vicapsys Life Sciences, Inc.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2024 and 2023 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited)	7
	Notes to Condensed Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	24
Item 4.	Controls and Procedures	24

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25

SIGNATURES		26

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could have a material adverse effect on our forward- looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash available for dividends, cash flows, liquidity and prospects include, but are not limited to, the factors referenced in this document, including those set forth below:

	●	our lack of an operating history;
	●	the net losses that we expect to incur as we develop our business;
	●	Obtaining U.S. Food and Drug Administration (“FDA”) or other regulatory approvals or clearances for our technology;
	●	implementing and achieving successful outcomes for clinical trials of our products;
	●	convincing physicians, hospitals and patients of the benefits of our technology and to convert from current technology;
	●	the ability of users of our products (when and as developed) to obtain third-party reimbursement;
	●	any failure to comply with rigorous FDA and other government regulations; and
	●	securing, maintaining and defending patent or other intellectual property protections for our technology.

Forward-looking statements include risks and uncertainties and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties can be found in Company’s Annual Report filed on Form 10-K filed with the Securities and Exchange Commission on October 21, 2024, (the “Form 10-K”) for the fiscal year ended December 31, 2023, as the same may be updated from time to time, including in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this document. The matters discussed herein and elsewhere in this document could cause our actual results and performance to differ materially from those set forth or anticipated in forward-looking statements. Accordingly, we cannot guarantee future results or performance. Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements after the date of this document, whether as a result of new information, future events or otherwise.

VICAPSYS LIFE SCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2024			December 31, 2023
Assets

Current Assets:
Cash	$	-		$	9,422
Prepaid Expenses		-			30,234
Total Current Assets		-			39,656

Total Assets	$	-		$	39,656

Liabilities and Stockholders’ Deficit

Current Liabilities:
Cash overdraft	$	451		$	-
Accounts payable		1,047,655			961,708
Accounts payable, related parties		630,489			537,449
Accounts payable		630,489			537,449
Accrued salaries, related party		115,312			115,312
Short-term note payable		12,546			18,712
Convertible note payable		449,300			335,156
Total Current Liabilities		2,255,753			1,968,337

Stockholders’ Deficit:
Series A Convertible Preferred Stock; par value $0.0001; 3,000,000 shares authorized; -0- shares issued and outstanding		-			-
Series B Convertible Preferred Stock; par value $0.0001; 4,440,000 shares authorized; -0- shares issued and outstanding		-			-
Convertible Preferred Stock, value		-			-
Common Stock, par value $0.001; 300,000,000 shares authorized; 32,071,299 shares issued and outstanding		32,071			32,071
Additional paid-in capital		14,339,323			14,339,323
Accumulated deficit		(16,627,147	)		(16,300,075	)
Total Stockholders’ Deficit		(2,255,753	)		(1,928,681	)

Total Liabilities and Stockholders’ Deficit	$	-		$	39,656

See accompanying condensed notes to unaudited consolidated financial statements.

VICAPSYS LIFE SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2024			2023
	For the three months ended March 31,
	2024			2023
Revenues	$	-		$	-

Operating Expenses:
Personnel costs		62,500			64,031
Research and development expenses, related party		344			10,000
Professional fees		106,547			133,483
General and administrative expenses		34,864			3,763
Total operating expenses		204,255			211,277

Loss from operations		(204,255	)		(211,277	)

Other Expenses:
Interest expense		36,517			-
Loss on debt extinguishment		86,300			-
Total other expenses		122,817			-

Income (loss) before income taxes		(327,072	)		(211,277	)
Income taxes		-			-
Net income (loss) available to common shareholders	$	(327,072	)	$	(211,277	)

Net income (loss) per common share:
Basic and diluted	$	(0.01	)	$	(0.01	)

Weighted average common shares outstanding:
Basic and diluted		32,071,299			34,585,742

See accompanying notes to unaudited condensed consolidated financial statements.

VICAPSYS LIFE SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2024 and 2023

(Unaudited)


	Common Stock				Common Stock to be Issued				Additional		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Paid-in Capital		Deficit			Equity (Deficit)
Balance December 31, 2022		31,188,460	$	31,188		727,281	$	727	$	14,135,257	$	(15,117,963	)	$	(950,791	)
Stock-based compensation expense		—		—		—		—		20,697		—			20,697
Net loss		—		—		—		—		—		(211,277	)		(211,277	)
Balance March 31, 2023		31,188,460		31,188		727,281		727		14,155,954		(15,329,240	)		(1,141,371	)

Balance December 31, 2023		32,071,299		32,071		—		—		14,339,323		(16,300,075	)		(1,928,681	)
Balance		32,071,299		32,071		—		—		14,339,323		(16,300,075	)		(1,928,681	)
Net loss		—		—		—		—		—		(327,072	)		(327,072	)
Balance March 31, 2024		32,071,299	$	32,071		—	$	—	$	14,339,323	$	(16,627,147	)	$	(2,255,753	)
Balance		32,071,299	$	32,071		—	$	—	$	14,339,323	$	(16,627,147	)	$	(2,255,753	)

See accompanying condensed notes to unaudited consolidated financial statements.

VICAPSYS LIFE SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Three Months Ended March 31,
	2024			2023
Cash Flows from Operating Activities:
Net (loss)	$	(327,072	)	$	(211,277	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Amortization of debt discount		27,844			-
Loss on debt extinguishment		86,300			-
Stock-based compensation		-			20,697
Changes in operating assets and liabilities:
Prepaid Expenses		30,234			(1,229	)
Accounts payable		85,948			83,045
Accounts payable, related parties		93,491			98,807
Short-term note payable		(6,167	)		-
Net Cash Used in Operating Activities		(9,422	)		(9,957	)

Net (decrease) in Cash		(9,422	)		(9,957	)

Cash, Beginning of period		9,422			14,097

Cash, End of period	$	-		$	4,140

Supplementary Cash Flow Information
Cash paid for interest	$	212		$	-
Cash paid for taxes	$	-		$	-

See accompanying condensed notes to unaudited consolidated financial statements.

VICAPSYS LIFE SCIENCES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

Business

Vicapsys Life Sciences, Inc. (“VLS”) was incorporated in the State of Florida on July 8, 1997 under the name All Product Distribution Corp. On August 19, 1998, the Company changed its name to Phage Therapeutics International, Inc. On November 13, 2007, the Company changed its name to SSGI, Inc. On December 22, 2017, pursuant to a Share Exchange Agreement (the “Exchange Agreement”) by and among VLS, Michael W. Yurkowsky, ViCapsys, Inc. (“VI”) and the shareholders of VI, a private company, VI became a wholly owned subsidiary of VLS. We refer to VLS and VI together as the “Company”. VLS serves as the holding company for VI. Other than its interest in VI, VLS does not have any material assets or operations.

The Company’s strategy is to develop and commercialize, on a worldwide basis, various intellectual property rights (patents, patent applications, know how, etc.) relating to a series of encapsulated products that incorporate proprietary derivatives of the chemokine CXCL12 for creating a zone of immunoprotection around cells, tissues, organs and devices for therapeutic purposes. The product name VICAPSYN™ is the Company’s proprietary product line that is applied to transplantation therapies and related stem-cell applications in the transplantation field.

NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS

The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which assumes the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company experienced a net loss of $327,072 for the three months ended March 31, 2024, had a working capital deficit of $2,255,754 and an accumulated deficit of $16,627,147 as of March 31, 2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern and to operate in the normal course of business within one year after the date that the financial statements are issued. These unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might result from this uncertainty.

In July 2024, entered into a promissory note agreement for the principal amount of $95,000. The Note is convertible upon an event of default into shares of common stock, $0.001 par value per share. In August 2024, the Company entered into a promissory note agreement for the principal sum of $55,000. The maturity date on the promissory note is May 10, 2025 and carries an annual interest rate of 10%.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements in this report have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s consolidated annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted.

These unaudited condensed consolidated financial statements should be read in conjunction with a reading of the Company’s consolidated audited financial statements and notes thereto for the year ended December 31, 2023, filed with the Company’s annual report on Form 10-K with the Securities and Exchange Commission (the “SEC”) on October 21, 2024. Interim results of operations for the three months ended March 31, 2024, and 2023, are not necessarily indicative of future results for the full year. The unaudited consolidated financial statements of the Company include the consolidated accounts of VLS and its wholly owned subsidiary VI. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates included in the financial statements, include useful the life of intangible assets, valuation allowance for deferred tax assets and non-cash equity transactions and stock-based compensation.

Cash

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. The Company held no cash equivalents as of March 31, 2024, and December 31, 2023. Cash balances may, at certain times, exceed federally insured limits. If the amount of a deposit at any time exceeds the federally insured amount at a bank, the uninsured portion of the deposit could be lost, in whole or in part, if the bank were to fail.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2024 and December 31, 2023

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities, payables with related parties, and debt discounts approximate their fair values because of the short maturity of these instruments.

Revenue Recognition

Revenue recognition is accounted for under ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.

The Company’s contracts with customers are generally on a contract and work order basis and represent obligations that are satisfied at a point in time, as defined in the new guidance, generally upon delivery or has services are provided. Accordingly, revenue for each sale is recognized when the Company has completed its performance obligations. Any costs incurred before this point in time, are recorded as assets to be expensed during the period the related revenue is recognized. The Company did not generate any revenue for the three months ended March 31, 2024, and 2023.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation,” which requires recognition in the financial statements of the cost of employee, director and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under the FASB’s Accounting Standards Update ASU 2016-09 Improvements to Employee Share-Based Payment.

Research and Development

Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. The Company incurred $344 and $10,000 in research development expenses for the three months ended March 31, 2024 and 2023, respectively, with a related party.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties.

Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.

Earnings (Loss) Per Share

The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period using the treasury stock method and as-if converted method. As of March 31, 2024, and 2023, the Company’s dilutive securities are convertible into 3,119,300 and 3,397,281 shares of common stock, respectively, which are not included in the computation of dilutive loss per share because their impact is antidilutive.

The following table represents the classes of dilutive securities as of March 31, 2024, and 2023:

	March 31, 2024		March 31, 2023
Common stock to be issued		—		727,281
Stock options		2,670,000		2,670,000
Convertible Debt		449,300		—
Anti-dilutive securities		3,119,300		3,397,281

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited consolidated financial statements for the three months ended March 31, 2024, and 2023.

NOTE 4 – RELATED PARTY TRANSACTIONS

Consulting Agreements

On November 5, 2021, the Company entered into a Consulting Agreement (the “Poznansky Agreement”) with Mark Poznansky, MD, a minority stockholder and former Director. The Company engaged Dr. Poznansky to render consulting services with respect to informing, guiding, and supervising the development of antagonists to immune repellents or anti-fugetaxins for the treatment of cancer. The initial term of the Poznansky Agreement was for six months (the “Initial Term”), which was extended indefinitely, and the Company agreed to pay the Consultant $2,000 per month commencing November 5, 2021, with consideration for an increase in the monthly fee following the completion for the Company’s successful up listing to the NASDAQ Stock Market. The Company incurred a total of $6,000 in expenses for the three months ended March 31, 2024 and 2023 related to the Poznansky Agreement, which is included in professional fees on the unaudited consolidated statements of operations. As of March 31, 2024, and December 31, 2023, $47,500 and $41,500 respectively, is included in accounts payable, related parties, on the unaudited consolidated balance sheets, related to the Poznansky Agreement.

MGH License Agreement

On May 8, 2013, VI and MGH, a principal stockholder (see Note 5), entered into the License Agreement, pursuant to which MGH granted to the Company, in the field of coating and transplanting cells, tissues and devices for therapeutic purposes, on a worldwide basis: (i) an exclusive, royalty-bearing license under its rights in Patent Rights (as defined in the License Agreement) to make, use, sell, lease, import and transfer Products and Processes (each as defined in the License Agreement); (ii) a non-exclusive, sub-licensable (solely in the License Field and License Territory (each as defined in the License Agreement)) royalty-bearing license to Materials (as defined in the License Agreement) and to make, have made, use, have used, Materials for only the purpose of creating Products, the transfer of Products and to use, have used and transfer processes; (iii) the right to grant sublicenses subject to and in accordance with the terms of the License Agreement, and (iv) the nonexclusive right to use technological information (as defined in the License Agreement) disclosed by MGH to the Company under the License Agreement, all subject to and in accordance with the License Agreement (the “License”).

As amended by the Ninth Amendment to the License Agreement on May 30, 2023 (“Effective Date”), which adds to the due diligence requirements as amended by Eighth Amendment to the License Agreement, requires that within one year of the Ninth Amendment Effective Date, the Company shall submit a research and development plan for the patent rights associated with MGH 24644 with mutually acceptable diligence requirements to be added by amendment to the Agreement for development of the product or process for the therapy and/ or prophylaxis of a human disorder in the license field.

As amended by the Eighth Amendment to the License Agreement on March 14, 2022 (“Effective Date”), which replaces the prior pre-sales due diligence requirements in their entirety, the License Agreement requires that the Company satisfy the following requirements prior to the first sale of Products (“MGH License Milestones”), by certain dates.

Pre-Sales Diligence Requirement:

	(x)	The Company shall provide a detailed business plan and development plan by June 1^st, 2022. As of the date of this filing the Company has yet to submit the business and development plan and is negotiating the extension of this requirement with MGH.
	(xi)	The Company shall raise $2 million in financing by December 1^st, 2022. As of the date of this filing the Company has yet to raise $2 million and is negotiating the extension of this requirement with MGH.
	(xii)	The Company shall raise an additional $8 million in financing by December 1^st, 2023.

	(xiii)	The Company shall initiate research regarding the role of CXCL12 in beta cell function and differentiation by January 1^st, 2023.
	(xiv)	The Company shall initiate diabetic non-human primate studies using cadaveric islets encapsulated in the CXCL12 technology by March 1^st, 2023.
	(xv)	The Company shall initiate research regarding other applications of the CXCL12 platform by June 1^st, 2023. As of the date of this filing the Company has yet to initiate research regarding other applications of the CXCL12 platform and is negotiating the extension of this requirement with MGH..
	(xvi)	The Company shall initiate a Phase I clinical trial of a Product or Process by March 1^st, 2024.
	(xvii)	The Company shall initiate a Phase II clinical trial of a Product or Process within thirteen (13) years from Effective Date.
	(xviii)	The Company shall initiate Phase III clinical trial of a Product or Process within sixteen (16) years from Effective Date.

Additionally, as amended by the Eighth Amendment to the License Agreement on March 14, 2022, which replaces the prior post-sales due diligence requirements in their entirety, the License Agreement requires that the Company satisfy the following requirements post-sales of Products (“MGH License Milestones”), by certain dates.

Post-Sales Diligence Requirements:

	(i)	The Company shall itself or through an Affiliate or Sublicensee make a First Commercial Sale within the following countries and regions in the License Territory within eighteen (18) years after the Effective Date of this Agreement: US and Europe and China or Japan.

	(ii)	Following the First Commercial Sale in any country in the License Territory, Company shall itself or through its Affiliates and/or Sublicensees use commercially reasonable efforts to continue to make Sales in such country without any elapsed time period of one (1) year or more in which such Sales do not occur due to lack such efforts by Company.

In consideration of the update to the diligence milestones, the Company shall pay the following Annual Minimum Royalty payments:

	(i)	Prior to the First Commercial Sale, the Company shall pay to MGH a non-refundable annual license fee of ten thousand dollars ($10,000) by June 30, 2022, and on each subsequent anniversary of the Eighth Amendment Effective Date thereafter. The first non-refundable annual license fee was paid on July 1, 2022. As of March 31, 2024, the Company has yet to pay the second non-refundable license fee and is included in accounts payable, related party, on the unaudited consolidated balance sheets.

	(ii)	Following the First Commercial Sale, Company shall pay MGH a non-refundable annual minimum royalty in the amount of one hundred thousand dollars United States Dollars ($100,000) per year within sixty (60) days after each annual anniversary of the Effective Date. The annual minimum royalty shall be credited against royalties subsequently due on Net Sales made during the same calendar year, if any, but shall not be credited against royalties due on Net Sales made in any other year.

The License Agreement also requires VI to pay to MGH a 1% royalty rate on net sales related to the first license sub-field, which is the treatment of Type 1 Diabetes (“T1D”). Future sub-fields shall carry a reasonable royalty rate, consistent with industry standards, to be negotiated at the time the first such royalty payment shall become due with respect to the applicable Products and Processes (as defined in the License Agreement).

The License Agreement expires on the later of (i) the date on which all issued patents and filed patent applications within the Patent Rights have expired (November 2033) or have been abandoned, and (ii) one year after the last sale for which a royalty is due under the License Agreement.

The License Agreement also grants MGH the right to terminate the License Agreement if VI fails to make any payment due under the License Agreement or defaults in the performance of any of its other obligations under the License Agreement, subject to certain notice and rights to cure set forth therein. MGH may also terminate the License Agreement immediately upon written notice to VI if VI: (i) shall make an assignment for the benefit of creditors; or (ii) or shall have a petition in bankruptcy filed for or against it that is not dismissed within 60 days of filing. As of the date of this filing, this License Agreement remains active and the Company has not received any termination notice from MGH.

VI may terminate the License Agreement prior to its expiration by giving 90 days’ advance written notice to MGH, and upon such termination shall, subject to the terms of the License Agreement, immediately cease all use and sales of Products and Processes.

As of the date of this filing the Company is in default of the pre-sales diligence requirements and is negotiating the extension of the requirements outlined in the License Agreement with MGH.

The Company incurred costs to MGH of $344 and $10,000 for the three months ended March 31, 2024 and 2023, respectively, which is classified as research and development costs, related party, on the consolidated unaudited statements of operations. As of March 31, 2024, and December 31, 2023, $18,364 and $375,000, respectively, is included in accounts payable, related parties, on the consolidated balance sheets, for services that remain unpaid.

During the three months ended March 31, 2024, and 2023, there have not been any sales of Product or Process under this License Agreement.

Accounts Payable, related parties and Accrued Salaries, related party

The Company incurred director fees of $62,500 for the three months ended March 31, 2024 and 2023, to Federico Pier, the Company’s Chief Executive Officer and Chairman of the Board, which are included in personnel costs on the unaudited consolidated statements of operations. As of March 31, 2024, and December 31, 2023, $374,399 and $310,558, respectively, of these director fees are included in accounts payable, related parties, on the unaudited consolidated balance sheets.

The Company incurred consulting fees of $22,500 for the three months ended March 31, 2024 and 2023, respectively, to Jeff Wright, the Company’s Chief Financial Officer, which are included in professional fees on the unaudited consolidated statements of operations. As of March 31, 2024, and December 31, 2023, $180,881 and $158,027 respectively, is included in accounts payable, related parties, on the balance sheets.

In August 2020, Frances Tonneguzzo, the Company’s Chief Executive Officer (the “former CEO”) tendered her resignation as CEO. For the three months ended March 31 2024 and 2023, the Company did not incur any expenses to the former CEO. As of March 31, 2024, and December 31, 2023, $115,312 of unpaid salary to the former CEO is included in accrued salaries, related party on the consolidated balance sheets. See Note 5 for a consulting agreement executed with the former CEO.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is not aware of any material, existing or pending legal proceedings against the Company, nor is it involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

MGH License Agreement

As discussed in Note 4, the Company executed a License Agreement with MGH. Prior to the first commercial sale, the License Agreement requires the Company to pay MGH a non-refundable annual license fee of $10,000 by June 30, 2022, and on each subsequent anniversary of the Effective Date thereafter. The first non-refundable annual license fee was paid on July 1, 2022. As of March 31, 2024, the Company had yet to pay the second non-refundable license fee and is included in accounts payable, related party, on the unaudited consolidated balance sheet. Additionally, following the first commercial sale, the License agreement requires the Company to pay MGH a non-refundable annual minimum royalty in the amount of $100,000 per year within sixty days after each annual anniversary of the Effective Date. The Company has yet to generate any revenue as of the date of this filing.

The License Agreement also requires VI to pay to MGH a 1% royalty rate on net sales related to the first license sub-field, which is the treatment of T1D. Future sub-fields shall carry a reasonable royalty rate, consistent with industry standards, to be negotiated at the time the first such royalty payment shall become due with respect to the applicable Products and Processes (as defined in the License Agreement).

The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal or exceeding $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal to or exceeding $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights. $344 of expense reimbursements were paid to MGH during the three months ended March 31, 2024. No expense reimbursements were paid to MGH during the three months ended March 31, 2023. As of March 31, 2024, $18,364 is included in accounts payable, related parties, on the unaudited consolidated balance sheet.

As of the date of this filing the Company is in default of the pre-sales diligence requirements and is negotiating the extension of the requirements outlined in the License Agreement with MGH.

Consulting Agreements

On January 12, 2022, the Company entered into a Consulting Agreement (the “Donohoe Agreement”) with Donohoe Advisory Associates, LLC. (the “Consultant”). The Company engaged the Consultant to provide assistance and advice to the Company in support of the Company’s efforts to obtain a listing on a national securities exchange. The Company agreed to pay the Consultant a retainer fee of $17,500, which is to be applied to the Company’s monthly invoices until such time as the retainer fee is exhausted or the engagement under the agreement ends. The Company did not incur any expenses related to the Donohoe Agreement for the three months ended March 31, 2024 and 2023. As of March 31, 2024, the balance owed related to the Donohoe Agreement was $1,755 and is included in accounts payable on the unaudited consolidated balance sheet. If the Company is successful in listing on an exchange, the Company will be obligated to pay a “success fee” to the Consultant of either $10,000 or that number of registered common shares equivalent to $10,000 divided by the closing price of the Company’s common stock on the last day of trading on the OTC Market. The form of the success fee will be determined by the Company.

On March 7, 2022, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Alpha IR Group, LLC. (the “Consultant”). The Company engaged the Consultant to provide consulting, investor relations, and corporate and transaction communication related services. The initial term of the Consulting Agreement was for three months (the “Initial Term”) beginning March 1, 2022, and the Company agreed to pay compensation equal to the sum of $50,000 payable in cash or stock options for the three months of service. The Company incurred $0 and $24,000, respectively, in expenses for the three months ended March 31, 2024 and 2023, which are included in professional fees on the unaudited consolidated statements of operations. As of March 31, 2024 and December 31, 2023, the balance owed related to the Consulting Agreement was $73,999 and is included in accounts payable on the unaudited consolidated balance sheet.

Employment Agreement

The Company has an employment agreement with Federico Pier, the Company’s Chief Executive Officer and Chairman of the Board. Pursuant to the terms of the employment agreement, Mr. Pier will receive a $100,000 one-time cash bonus if the Company’s common stock is up listed to NASDAQ or the New York Stock Exchange, or the Company secures and receives financing of at least $8 million. Additionally, the Company shall issue Mr. Pier, pursuant to the Company’s equity incentive plan, a restricted stock unit award containing the following terms: Mr. Pier shall receive shares of common stock of the Company (i) representing 1% of the Company’s fully diluted equity as of the payment date (the “Initial Equity Payment”) if the Company achieves a market capitalization of at least $250 million for sixty consecutive days during the Term (the “Initial Market Capitalization Target”); and (ii) representing the difference between 2% of the Company’s fully diluted equity as of the payment date and the amount of Initial Equity Payment (the “Subsequent Equity Payment” and, together with Initial Equity Payment, “Equity Payments”) if the Company achieves a market capitalization of at least $500 million for sixty consecutive days during the Term (the “Subsequent Market Capitalization Target” and, together with Initial Market Capitalization Target, “Market Capitalization Targets”), such that Mr. Pier has, in the aggregate, received shares of common stock of the Company representing 2% of the Company’s fully diluted equity as of the date of payment of Subsequent Equity Payment. The Company will use issue such Equity Payments within seventy-three days after the attainment of the applicable Market Capitalization Target. Mr. Pier shall remain eligible to receive additional equity-based compensation awards as the Company may grant from time to time.

NOTE 6 – SHORT-TERM LIABILITIES

Convertible Note Payable

As discussed in Note 2, on June 27, 2023, the Board of Directors approved a resolution authorizing the Company to obtain a secured six-month term loan for the principal amount of $330,000. In connection therewith, on June 27, 2023, the Company entered into a Securities Purchase Agreement with selected accredited investors whereby the Company had the right to secure the convertible note. The holder has conversion rights upon event of default and the conversion price is equal to the average of the three lowest prices of the Company’s common stock of the trailing ten days prior to the date conversion of the convertible note. At issuance and at March 31, 2024, the Company estimated the fair value of the conversion option embedded in the Note and determined its value to be de minimis due to the fact that settlement into shares of common stock only occurs upon an event of default. If the event of default were triggered this would provide the Note holder with little upside potential and therefore no value was allocated to the embedded derivative.

Original Issuance Discount

The principal face value of the loan is $330,000 and was issued with an original issuance discount of $26,400 which resulted in aggregate proceeds of $303,600. The loan carries an interest rate of 10% per year, has a default interest rate of 18% per year, and a maturity date of December 27, 2023. Interest is payable on a monthly basis beginning one month following the issue date. Following an event of default, the noteholder has the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the note into fully paid and non-assessable shares of Common Stock. Additionally, the noteholders have the option to convert the $26,400 original issuance discount, which will accrete over the life of the loan based on the effective interest method. The convertible note is also presented net of the issuance costs of $13,250 which will accrete over the life of the note, based on the effective interest method. The Company did not incur any accretion expense related to the original issuance discount for the three months ended March 31, 2024, and 2023.

Debt Discount

To secure the convertible note, the Company paid a commitment fee of $83,526 by issuing 328,571 shares of the Company’s common stock. See Note 8. The convertible note is also presented net of the debt discount of $83,526 which represents the relative fair value of the common stock issued, which was fully recognized as of December 31, 2023. The company did not incur any accretion expense related to the debt discount for the three months ended March 31, 2024, and 2023.

Debt Amendments

On December 26, 2023, the Company and the note holder entered into a letter agreement under which an agreement was made to extend the maturity date of the Note to January 27, 2024, increase the principal of the note to $363,000, and amend the convertible note to extend the date on which the Company shall prepare and file with the SEC a registration statement covering the resale of all of the conversion shares and commitment fee to January 27, 2024. The Company subsequently failed to repay the convertible note on or before January 27, 2024, and failed to file the resale registration statement on or before January 27, 2024. The amendment was deemed a debt modification and a total of $33,000 was recognized as inducement expense.

On February 6, 2024, the Company and convertible note holder entered into a letter agreement under which an agreement was made to extend the maturity date of the note to February 27, 2024, increase the principal of the convertible note to $399,300, extend the date on which the Company shall prepare and file the resale registration statement with the SEC to February 27, 2024, and extend the registration effective date for the resale registration statement until April 27, 2024. The amendment was deemed debt extinguishment and a total of $36,300 was recognized as a loss on debt extinguishment.

On March 26, 2024, the Company and the note holders entered into a letter agreement under which an agreement was made to extend the maturity date of the note to April 27, 2024, and increase the principal of the note to $449,300. As a result of the debt extinguishment, the Company recognized $50,000 of loss on debt extinguishment for the three months ended March 31, 2024.

In April 2024, the note holders agreed to extend the maturity date of the convertible note to October 31, 2024, and any accrued but unpaid interest through the date thereof shall be due and payable on or before October 31, 2024. The extension did not have any modification or extinguishment consideration.

As of the date of this filing, the Company subsequently failed to repay the convertible note on or before October 31, 2024, and failed to file the resale registration statement on or before October 31, 2024. In December 2024, the note holder agreed to and issued a one-time waiver applicable to the default and failure to comply with the purchase agreement debt modifications through December 31, 2024.

As of the date of this filing the Company is in default with the terms of the convertible notes. The Company intends to honor the notes and all liabilities as it perseveres in its mission to raise funds for the Company’s growth. Despite the default, the Company anticipates continuing its collaboration with the noteholder.

The balance of the convertible note as of March 31, 2024, was $449,300.

Short-Term Note Payable

The Company entered into a commercial insurance premium finance and security agreement in May 2023. The agreement finances the Company’s annual D&O insurance premium. Payments are due in monthly installments of approximately $6,400 and carry an annual percentage interest rate of 13.9%.

The Company had an outstanding premium balance of approximately $12,546 and $18,712 at March 31, 2024 and December 31, 2023, respectively, related to the agreement, which is included in short-term note payable in the consolidated balance sheets. Interest expense incurred for the three months ended March 31, 2024, related to the finance agreement was approximately $635.

NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

The Company has 7,440,000 authorized shares of preferred stock, $0.0001 par value per share.

Series A Preferred Stock

On December 19, 2017, the Company amended its articles of incorporation by filing a certificate of designation with the Secretary of State of Florida therein designating a class of preferred stock as Series A Preferred Stock, $0.001 par value per share, consisting of 3 million (3,000,000) shares. Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series A Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. The holders of the Series A Preferred Stock shall vote together with the holders of the common stock of the Company as a single class and as single voting group upon all matters required to be submitted to a class or series vote pursuant to the protective provisions of the Certificate of Designation or under applicable law.

In the event of liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any common stock holders, distribution of any surplus funds equal to the greater of (i) the sum of $1.67 per share or (ii) such amount per share as would have been payable had all shares been converted to common stock.

Each share of Series A Preferred Stock is convertible into shares of common stock at a conversion Rate of 2:1 (the “Series A Conversion Rate”). The Series A Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations.

Pursuant to the Articles of Incorporation, the shares of Series A Preferred Stock automatically converted into 6,000,000 shares of common stock to be issued on February 12, 2021, (the one-year anniversary of the initial filing by the Company of the Form 10 filed with the SEC). The common stock shares for the conversion of the Series A Preferred Stock were issued on January 13, 2022.

As of March 31, 2024, and December 31, 2023, there were -0- shares of Series A Preferred Stock issued and outstanding.

Series B Preferred Stock

On December 19, 2017, the Company amended the articles of incorporation by filing a certificate of designation with the Secretary of State of Florida therein designating a class of preferred stock as Series B Preferred Stock, $0.0001 par value per share, consisting of 4.44 million (4,440,000) shares (the “Series B Preferred Stock Certificate of Designation”).

Each holder of shares of Series B Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series B Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. The holders of the Series B Preferred Stock shall vote together with the holders of the common stock of the Company as a single class and as single voting group upon all matters required to be submitted to a class or series vote pursuant to the protective provisions of the Series B Preferred Stock Certificate of Designation or under applicable law. In the event of liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any common stock holders, distribution of any surplus funds equal to the greater of : the sum of $0.83 per share or such amount per share as would have been payable had all shares been converted to common stock.

The holder of Series B Preferred Stock may elect at any time to convert such sharers into common stock of the Company. Each share of Series B Preferred Stock is convertible into shares of common stock at a conversion rate of 1:1 (the “Series B Conversion Rate”). The Series B Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations.

As of March 31, 2024, and December 31, 2023, there were -0- shares of Series B Preferred Stock issued and outstanding.

Common Stock

The Company has 300,000,000 authorized shares of common stock, $0.001 par value per share. As of March 31, 2024, and December 31, 2023, there were 32,071,299 shares of common stock issued and outstanding.

Common Stock Issuances

In connection with the promissory note as discussed in Note 6, to secure the note, the Company paid a commitment fee by issuing 328,571 shares of the Company’s common stock. The relative fair value of the common stock was $83,526 as of June 30, 2023. The shares were issued in July 2023.

In April 2023, the Company entered into Security Purchase Agreements (“SPA’s) with select accredited investors in connection with a private offering. The Company raised an aggregate amount of $100,000 issuing 400,000 shares of common stock at $0.25 per share. The shares were issued in July 2023.

Stock Option-Based Compensation Plan

On August 10, 2022, the Board of Directors of the Company approved and adopted the Vicapsys Life Sciences, Inc., 2022 Omnibus Equity Incentive Plan (the “Plan”). The material terms of the 2022 Plan are set forth below:

●	The Board or a committee established by the Board will administer the 2022 Plan.
●	The total number of shares of common stock authorized for issuance under the 2022 Plan is 3,200,000 shares of Common Stock plus, to the extent the Company issues new shares of Common Stock other than under the terms of the 2022 Plan or other than certain Inducement Awards, 3.1% of the shares of Common Stock issued by the Company in such issuance (or such lower amount as determined by the Board). As of August 16, 2022, 3,200,000 shares of Common Stock represents approximately 10.1% of our common stock outstanding.
●	Eligible recipients of awards include an employee, director or independent contractor of the Company who has been selected as an eligible participant by the Administrator, subject to certain limitations relating to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
●	No non-employee director may be granted awards under the 2022 plan during any calendar year if such awards and cash fees paid for serving as a non-employee director would exceed $150,000 in the non-employee director’s initial year of service, or $195,000 in any year thereafter.
●	In no event shall the exercise price of an option issued pursuant to the 2022 Plan be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.

The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. To accomplish these purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards or any combination of the foregoing.

Stock Option Activity

The following table summarizes activities related to stock options of the Company for the three months ended March 31, 2024:

	Number of Options		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Life (Years)		Aggregate Intrinsic Value (Per Option)
Outstanding at December 31, 2022		2,670,000	$	0.62		6.21	$	—
Outstanding at March 31, 2023		2,670,000	$	0.62		5.71	$	—
Exercisable at March 31, 2023		2,670,000	$	0.62		4.836	$	—

	Number of Options		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Life (Years)		Aggregate Intrinsic Value (Per Option)
Outstanding at December 31, 2023		2,670,000	$	0.62		5.46	$	—
Outstanding at March 31, 2024		2,670,000	$	0.62		4.96	$	—
Exercisable at March 31, 2024		2,670,000	$	0.62		4.96	$	—

The Company did not grant any options to purchase shares of common stock during the three months ended March 31, 2024 and 2023. As of March 31, 2024, there were 2,670,000 shares of fully vested stock options. The Company recorded stock compensation expense of $0 and $20,697, respectively, for the three months ended March 31, 2024 and 2023.

NOTE 8 – SUBSEQUENT EVENTS

In relation to the convertible note payable discussed in Note 6, in April 2024, the note holders agreed to extend the maturity date of the convertible note to October 31, 2024, and any accrued but unpaid interest through the date thereof shall be due and payable on or before October 31, 2024. This further extension did not have any additional consideration. The Company subsequently failed to repay the convertible note on or before October 31, 2024, and failed to file the resale registration statement on or before April 27, 2024.

In July 2024, entered into a promissory note agreement for the principal amount of $95,000. The Note is convertible upon an event of default into shares of common stock, $0.001 par value per share.

In July 2024, the Board of Directors approved a resolution authorizing the Company to obtain a secured six-month term loan for the principal amount of $95,000. In connection therewith, on July 17, 2024, the Company entered into a Securities Purchase Agreement with selected accredited investors whereby the Company had the right to secure the convertible note. In connection with the convertible promissory note, to secure the note, the Company paid a commitment fee by issuing 300,000 shares of the Company’s common stock. The shares were issued in August 2024.

In August 2024, the Company entered into a promissory note agreement for the principal sum of $55,000. The maturity date on the promissory note is May 10, 2025, and carries an annual interest rate of 10%.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and the notes thereto appearing in Part I, Item 1 of this Quarterly Report. Historical results and trends that might appear in this Quarterly Report should not be interpreted as being indicative of future operations.

Overview

The Company’s strategy is to develop and commercialize, on a worldwide basis, various intellectual property rights (patents, patent applications, know how, etc.) relating to a series of encapsulated products that incorporate proprietary derivatives of the chemokine CXCL12 for creating a zone of immuno protection around cells, tissues, organs and devices for therapeutic purposes. The product name VICAPSYN™ is the Company’s proprietary product line that is applied to transplantation therapies and related stem-cell applications in the transplantation field.

Results of Operations – Three and Months Ended March 31, 2024 and 2023

Revenues

The Company did not have any revenues for the three months ended March 31, 2024 and 2023.

Operating Expenses

We classify our operating expenses into four categories: personnel costs, research and development expenses, professional fees, and general and administrative expenses. The Company’s total operating expenses for the three months ended March 31, 2024 were $204,255, compared to $211,277 for the three months ended March 31, 2023.

Personnel costs remained consistent at $62,500 for the three months ended March 31, 2024 compared to $64,031 for the three months ended March 31, 2023. We incurred $344 and $10,000 in research and development expenses during the three months ended March 31, 2024 and 2023, respectively, related to a ninth amendment license fee and also an annual royalty fee we agreed to pay upon execution of the Eighth Amendment to the License Agreement with MGH. Research and development expenses remained consistently low as the Company continued ongoing financing efforts. The increase in general and administrative costs to $34,864 for the three months ended March 31, 2024, from $3,763 for the three months ended March 31, 2023, was primarily due insurance expense incurred related to the new D&O policy. The decrease in professional fees to $106,547 for the three months ended March 31, 2024, from $133,483 for the three months ended March 31, 2023, was primarily attributable to consulting costs incurred in 2024.

Funding Requirements

We anticipate that substantial additional equity or debt financings or funding from collaborative agreements or from foundations, government grants or other sources, will be needed to complete preclinical and animal testing necessary to file an Investigational New Drug Application with the U.S. Food and Drug Administration, and that further funding beyond such amounts will be required to commence trials and other activities necessary to begin the process of development and regulatory approval of a product for the continued growth of the Company. Additional capital will also be required for the clinical development of the recently discovered anti-fibrotic applications and corporate partnerships will be necessary to move Company products into advanced clinical development and commercialization. We also anticipate our cash expenditures will increase as we continue to operate as a publicly traded entity.

Liquidity and Capital Resources

At March 31, 2024, we had a negative cash balance of $451 and an accumulated deficit of $16,627,147.

We do not believe that we have enough cash on hand to operate our business during the next 12 months. We anticipate we will need to raise an additional $1 million through the issuance of debt or equity securities to sustain base operations during the next 12 months, excluding development work. There can be no assurance that we will be able to obtain additional funding on commercially reasonable terms, or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our common stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include conversion discounts or covenants limiting or restricting our ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends.

If we raise additional funds through government or other third-party funding, marketing and distribution arrangements or other collaborations, or strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our future revenue streams, products or therapeutic candidates or to grant licenses on terms that may not be favorable to us.

To date, we have financed our operations through our sale of equity and debt securities. Failure to generate revenue or to raise funds could cause us to go out of business, which would result in the complete loss for investors in our Company.

To date, we have generated no revenues, and no substantial revenues are anticipated until we have implemented our full plan of operations. To implement our strategy to grow and expand per our business plan, we intend to generate working capital via a private placement of equity or debt securities, or to secure a loan. If we are unsuccessful in raising capital or securing a loan, we could be required to cease business operations and investors would lose all of their investment.

In April 2023, the Company entered into Security Purchase Agreements (“SPA’s) with select accredited investors in connection with a private offering by the Company to raise a maximum of $300,000 through the sale of shares of common stock at $0.25 per share. The Company has raised an aggregate amount of $100,000 as of the date of these consolidated financial statements.

In June 2023, the Board of Directors approved a resolution authorizing the Company to obtain a six-month term loan for the principal amount of $330,000. In connection therewith, the Company entered into a Securities Purchase Agreement with selected accredited investors whereby the Company secured a convertible promissory note in the amount of $330,000, which was issued with an original issuance discount of $26,400 and resulted in aggregate proceeds of $303,600. The Company received aggregate proceeds of $290,350, net of issuance costs.

In July 2024, entered into a promissory note agreement for the principal amount of $95,000. The Note is convertible upon an event of default into shares of common stock, $0.001 par value per share.

In August 2024, the Company entered into a promissory note agreement for the principal sum of $55,000. The maturity date on the promissory note is May 10, 2025 and carries an annual interest rate of 10%.

Additionally, we will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. Our management will have to spend additional time on policies and procedures to make sure our Company is compliant with various regulatory requirements.

This additional corporate governance time required of management could limit the amount of time management has to implement our business plan and may impede the speed of our operations.

Working Capital Deficit

	March 31, 2024			December 31, 2023
Current Assets	$	-		$	39,656
Current Liabilities		2,255,754			1,968,337
Working Capital Deficit	$	(2,255,754	)	$	(1,928,681	)

Cash Flows

Cash activity for the three months ended March 31, 2024 and 2023 is summarized as follows:

	Three Months Ended March 31,
	2024			2023
Net cash used in operating activities	$	(9,422	)	$	(9,957	)
Net increase (decrease) in cash	$	(9,422	)	$	(9,957	)

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4) during the periods presented, investments in special-purpose entities or undisclosed borrowings or debt. Additionally, we are not a party to any derivative contracts or synthetic leases.

Contractual Obligations

MGH License Agreement

The Company has executed a License Agreement with MGH. Prior to the first commercial sale, the License Agreement requires the Company to pay MGH a non-refundable annual license fee of $10,000 by June 30, 2022, and on each subsequent anniversary of the Effective Date thereafter. The first non-refundable annual license fee was paid on July 1, 2022. Additionally, following the first commercial sale, the License agreement requires the Company to pay MGH a non-refundable annual minimum royalty in the amount of $100,000 per year within sixty days after each annual anniversary of the Effective Date.

As of the date of this filing the Company is in default of the pre-sales diligence requirements and is negotiating the extension of the requirements outlined in the License Agreement with MGH.

The Company entered into a consulting agreement with Donohoe Advisory Associates, LLC to provide assistance and advice to the Company in support of the Company’s efforts to obtain a listing on a national securities exchange. The Company will be obligated to pay a “success fee” to the Consultant of either $10,000 or that number of registered common shares equivalent to $10,000 divided by the closing price of the Company’s common stock on the last day of trading on the OTC Market. The form of the success fee will be determined by the Company.

Employment Agreement

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities. We evaluate, on an ongoing basis, our estimates and judgments, including those related to the useful life of the assets. We base our estimates on historical experience and assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results that we report in our consolidated financial statements. The Securities and Exchange Commission (the “SEC”), considers an entity’s most critical accounting policies to be those policies that are both most important to the portrayal of a company’s financial condition and results of operations and those that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about matters that are inherently uncertain at the time of estimation.

We believe the following critical accounting policies, among others, require significant judgments and estimates used in the preparation of our interim consolidated financial statements.

Our significant accounting policies are described in more detail in the notes to our consolidated financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report filed on Form 10-K with the SEC on October 31, 2024.

Recent Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company maintains “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

In designing and evaluating the Company’s disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives, and the Company necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2024, and concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2024, due to a material weakness in the Company’s internal control over financial reporting.

The Company has an ineffective control environment due to a lack of internal resources with expertise to determine entries and disclosures related to some of the Company’s more complex equity transactions. Management believes this lack of internal expertise has been historically mitigated by continuing to retain consultants with this expertise when needed. The Company expects that this material weakness will be further remediated with future capital raises.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation during the quarter ended March 31, 2024 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceeding, nor is the Company’s property the subject of a pending legal proceeding. None of the Company’s directors, officers or affiliates are involved in a proceeding adverse to our business or has a material interest adverse to the Company’s business.

ITEM 1A. RISK FACTORS.

Not required for smaller reporting companies.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit No.		Description
31.1		Section 302 Certification of Principal Executive Officer*
31.2		Section 302 Certification of Principal Financial Officer*
32.1		Section 906 Certification of Principal Executive Officer and Principal Financial Officer***
101.INS		Inline XBRL Instance Document *
101.SCH		Inline XBRL Taxonomy Extension Schema Document *
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document **
101.LAB		Inline XBRL Taxonomy Labels Linkbase Document *
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document **
101.DEF		Inline XBRL Definition Linkbase Document *
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*

*	Filed herewith.
**	This certification is being furnished solely to accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, and it is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

Pursuant to 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.

Date: January 10, 2025

	Vicapsys Life Sciences, Inc.

	By:	/s/ Federico Pier
		Federico Pier
		Chief Executive Officer and Executive Chairman of the Board
		(Principal Executive Officer)

	By:	/s/ Jeffery Wright
		Jeffery Wright
		Chief Financial Officer
		(Principal Financial Officer and
		Principal Accounting Officer)

EXHIBIT 31.1

CERTIFICATIONS

I, Federico Pier, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2024, of Vicapsys Life Sciences, 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 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, 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: January 10, 2025	/s/ Federico Pier
	Federico Pier,
	Chief Executive Officer and Executive Chairman of the Board (principal executive officer)

EXHIBIT 31.2

CERTIFICATIONS

I, Jeffery Wright, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2024, of Vicapsys Life Sciences, 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 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, 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: January 10, 2025	/s/ Jeffery Wright
	Jeffery Wright,
	Chief Financial Officer (principal financial officer)

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b) UNDER

THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 1350 OF

CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

Each of the undersigned, Federico Pier and Jeffery Wright, certifies pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, that (1) this quarterly report on Form 10-Q for the quarter ended March 31, 2024, of Vicapsys Life Sciences, Inc. (the “Company”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and (2) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 10, 2025

	/s/ Federico Pier
	Federico Pier,
	Chief Executive Officer and Executive Chairman of the Board (principal executive officer)

	/s/ Jeffery Wright
	Jeffery Wright,
	Chief Financial Officer (principal financial officer)

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Cover - $ / shares	3 Months Ended
Cover - $ / shares	Mar. 31, 2024	Dec. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56145
Entity Registrant Name	VICAPSYS LIFE SCIENCES, INC.
Entity Central Index Key	0001468639
Entity Tax Identification Number	91-1930691
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	7778 Mcginnis Ferry Rd. #270
Entity Address, City or Town	Suwanee
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30024
City Area Code	(972)
Local Phone Number	891-8033
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		32,371,299
Entity Listing, Par Value Per Share	$ 0.001

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash		$ 9,422
Prepaid Expenses		30,234
Total Current Assets		39,656
Total Assets		39,656
Current Liabilities:
Cash overdraft	451
Short-term note payable	12,546	18,712
Convertible note payable	449,300	335,156
Total Current Liabilities	2,255,753	1,968,337
Stockholders’ Deficit:
Common Stock, par value $0.001; 300,000,000 shares authorized; 32,071,299 shares issued and outstanding	32,071	32,071
Additional paid-in capital	14,339,323	14,339,323
Accumulated deficit	(16,627,147)	(16,300,075)
Total Stockholders’ Deficit	(2,255,753)	(1,928,681)
Total Liabilities and Stockholders’ Deficit		39,656
Series A Convertible Preferred Stock [Member]
Stockholders’ Deficit:
Convertible Preferred Stock, value
Series B Convertible Preferred Stock [Member]
Stockholders’ Deficit:
Convertible Preferred Stock, value
Nonrelated Party [Member]
Current Liabilities:
Accounts payable	1,047,655	961,708
Related Party [Member]
Current Liabilities:
Accounts payable	630,489	537,449
Accrued salaries, related party	$ 115,312	$ 115,312

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	7,440,000	7,440,000
Common stock, par or stated value per share	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	32,071,299	32,071,299
Common stock, shares outstanding	32,071,299	32,071,299
Series A Convertible Preferred Stock [Member]
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Convertible Preferred Stock [Member]
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4,440,000	4,440,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues
Operating Expenses:
Personnel costs	62,500	64,031
Research and development expenses, related party	344	10,000
Professional fees	106,547	133,483
General and administrative expenses	34,864	3,763
Total operating expenses	204,255	211,277
Loss from operations	(204,255)	(211,277)
Other Expenses:
Interest expense	36,517
Loss on debt extinguishment	86,300
Total other expenses	122,817
Income (loss) before income taxes	(327,072)	(211,277)
Income taxes
Net income (loss) available to common shareholders	$ (327,072)	$ (211,277)
Net income (loss) per common share:
Basic	$ (0.01)	$ (0.01)
Diluted	$ (0.01)	$ (0.01)
Weighted average common shares outstanding:
Basic	32,071,299	34,585,742
Diluted	32,071,299	34,585,742

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Common Stock to be Issued [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 31,188	$ 727	$ 14,135,257	$ (15,117,963)	$ (950,791)
Balance, shares at Dec. 31, 2022	31,188,460	727,281
Stock-based compensation expense			20,697		20,697
Net loss				(211,277)	(211,277)
Balance at Mar. 31, 2023	$ 31,188	$ 727	14,155,954	(15,329,240)	(1,141,371)
Balance, shares at Mar. 31, 2023	31,188,460	727,281
Balance at Dec. 31, 2023	$ 32,071		14,339,323	(16,300,075)	(1,928,681)
Balance, shares at Dec. 31, 2023	32,071,299
Net loss				(327,072)	(327,072)
Balance at Mar. 31, 2024	$ 32,071		$ 14,339,323	$ (16,627,147)	$ (2,255,753)
Balance, shares at Mar. 31, 2024	32,071,299

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net (loss)	$ (327,072)	$ (211,277)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Amortization of debt discount	27,844
Loss on debt extinguishment	86,300
Stock-based compensation		20,697
Changes in operating assets and liabilities:
Prepaid Expenses	30,234	(1,229)
Accounts payable	85,948	83,045
Accounts payable, related parties	93,491	98,807
Short-term note payable	(6,167)
Net Cash Used in Operating Activities	(9,422)	(9,957)
Net (decrease) in Cash	(9,422)	(9,957)
Cash, Beginning of period	9,422	14,097
Cash, End of period		4,140
Supplementary Cash Flow Information
Cash paid for interest	212
Cash paid for taxes

ORGANIZATION

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

NOTE 1 - ORGANIZATION

Business

GOING CONCERN AND MANAGEMENT’S PLANS

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN AND MANAGEMENT’S PLANS

NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Basis of Presentation and Principles of Consolidation

Use of Estimates

Cash

Fair Value of Financial Instruments

Revenue Recognition

Stock-Based Compensation

Research and Development

Income Taxes

Earnings (Loss) Per Share

The following table represents the classes of dilutive securities as of March 31, 2024, and 2023:

	March 31, 2024		March 31, 2023
Common stock to be issued		—		727,281
Stock options		2,670,000		2,670,000
Convertible Debt		449,300		—
Anti-dilutive securities		3,119,300		3,397,281

Recent Accounting Pronouncements

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

Consulting Agreements

MGH License Agreement

Pre-Sales Diligence Requirement:

	(x)	The Company shall provide a detailed business plan and development plan by June 1^st, 2022. As of the date of this filing the Company has yet to submit the business and development plan and is negotiating the extension of this requirement with MGH.
	(xi)	The Company shall raise $2 million in financing by December 1^st, 2022. As of the date of this filing the Company has yet to raise $2 million and is negotiating the extension of this requirement with MGH.
	(xii)	The Company shall raise an additional $8 million in financing by December 1^st, 2023.

	(xiii)	The Company shall initiate research regarding the role of CXCL12 in beta cell function and differentiation by January 1^st, 2023.
	(xiv)	The Company shall initiate diabetic non-human primate studies using cadaveric islets encapsulated in the CXCL12 technology by March 1^st, 2023.
	(xv)	The Company shall initiate research regarding other applications of the CXCL12 platform by June 1^st, 2023. As of the date of this filing the Company has yet to initiate research regarding other applications of the CXCL12 platform and is negotiating the extension of this requirement with MGH..
	(xvi)	The Company shall initiate a Phase I clinical trial of a Product or Process by March 1^st, 2024.
	(xvii)	The Company shall initiate a Phase II clinical trial of a Product or Process within thirteen (13) years from Effective Date.
	(xviii)	The Company shall initiate Phase III clinical trial of a Product or Process within sixteen (16) years from Effective Date.

Post-Sales Diligence Requirements:

	(i)	The Company shall itself or through an Affiliate or Sublicensee make a First Commercial Sale within the following countries and regions in the License Territory within eighteen (18) years after the Effective Date of this Agreement: US and Europe and China or Japan.

	(ii)	Following the First Commercial Sale in any country in the License Territory, Company shall itself or through its Affiliates and/or Sublicensees use commercially reasonable efforts to continue to make Sales in such country without any elapsed time period of one (1) year or more in which such Sales do not occur due to lack such efforts by Company.

In consideration of the update to the diligence milestones, the Company shall pay the following Annual Minimum Royalty payments:

	(i)	Prior to the First Commercial Sale, the Company shall pay to MGH a non-refundable annual license fee of ten thousand dollars ($10,000) by June 30, 2022, and on each subsequent anniversary of the Eighth Amendment Effective Date thereafter. The first non-refundable annual license fee was paid on July 1, 2022. As of March 31, 2024, the Company has yet to pay the second non-refundable license fee and is included in accounts payable, related party, on the unaudited consolidated balance sheets.

	(ii)	Following the First Commercial Sale, Company shall pay MGH a non-refundable annual minimum royalty in the amount of one hundred thousand dollars United States Dollars ($100,000) per year within sixty (60) days after each annual anniversary of the Effective Date. The annual minimum royalty shall be credited against royalties subsequently due on Net Sales made during the same calendar year, if any, but shall not be credited against royalties due on Net Sales made in any other year.

As of the date of this filing the Company is in default of the pre-sales diligence requirements and is negotiating the extension of the requirements outlined in the License Agreement with MGH.

During the three months ended March 31, 2024, and 2023, there have not been any sales of Product or Process under this License Agreement.

Accounts Payable, related parties and Accrued Salaries, related party

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Legal Matters

MGH License Agreement

As of the date of this filing the Company is in default of the pre-sales diligence requirements and is negotiating the extension of the requirements outlined in the License Agreement with MGH.

Consulting Agreements

Employment Agreement

SHORT-TERM LIABILITIES

3 Months Ended

Mar. 31, 2024

Short-term Liabilities

SHORT-TERM LIABILITIES

NOTE 6 – SHORT-TERM LIABILITIES

Convertible Note Payable

Original Issuance Discount

Debt Discount

Debt Amendments

The balance of the convertible note as of March 31, 2024, was $449,300.

Short-Term Note Payable

STOCKHOLDERS’ EQUITY (DEFICIT)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

The Company has 7,440,000 authorized shares of preferred stock, $0.0001 par value per share.

Series A Preferred Stock

As of March 31, 2024, and December 31, 2023, there were -0- shares of Series A Preferred Stock issued and outstanding.

Series B Preferred Stock

As of March 31, 2024, and December 31, 2023, there were -0- shares of Series B Preferred Stock issued and outstanding.

Common Stock

Common Stock Issuances

Stock Option-Based Compensation Plan

●	The Board or a committee established by the Board will administer the 2022 Plan.
●	The total number of shares of common stock authorized for issuance under the 2022 Plan is 3,200,000 shares of Common Stock plus, to the extent the Company issues new shares of Common Stock other than under the terms of the 2022 Plan or other than certain Inducement Awards, 3.1% of the shares of Common Stock issued by the Company in such issuance (or such lower amount as determined by the Board). As of August 16, 2022, 3,200,000 shares of Common Stock represents approximately 10.1% of our common stock outstanding.
●	Eligible recipients of awards include an employee, director or independent contractor of the Company who has been selected as an eligible participant by the Administrator, subject to certain limitations relating to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
●	No non-employee director may be granted awards under the 2022 plan during any calendar year if such awards and cash fees paid for serving as a non-employee director would exceed $150,000 in the non-employee director’s initial year of service, or $195,000 in any year thereafter.
●	In no event shall the exercise price of an option issued pursuant to the 2022 Plan be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.

Stock Option Activity

The following table summarizes activities related to stock options of the Company for the three months ended March 31, 2024:

	Number of Options		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Life (Years)		Aggregate Intrinsic Value (Per Option)
Outstanding at December 31, 2022		2,670,000	$	0.62		6.21	$	—
Outstanding at March 31, 2023		2,670,000	$	0.62		5.71	$	—
Exercisable at March 31, 2023		2,670,000	$	0.62		4.836	$	—

	Number of Options		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Life (Years)		Aggregate Intrinsic Value (Per Option)
Outstanding at December 31, 2023		2,670,000	$	0.62		5.46	$	—
Outstanding at March 31, 2024		2,670,000	$	0.62		4.96	$	—
Exercisable at March 31, 2024		2,670,000	$	0.62		4.96	$	—

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

In July 2024, entered into a promissory note agreement for the principal amount of $95,000. The Note is convertible upon an event of default into shares of common stock, $0.001 par value per share.

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Use of Estimates

Use of Estimates

Cash

Cash

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Revenue Recognition

Revenue Recognition

Stock-Based Compensation

Stock-Based Compensation

Research and Development

Research and Development

Income Taxes

Income Taxes

Earnings (Loss) Per Share

Earnings (Loss) Per Share

The following table represents the classes of dilutive securities as of March 31, 2024, and 2023:

	March 31, 2024		March 31, 2023
Common stock to be issued		—		727,281
Stock options		2,670,000		2,670,000
Convertible Debt		449,300		—
Anti-dilutive securities		3,119,300		3,397,281

Recent Accounting Pronouncements

Recent Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SCHEDULE OF ANTI-DILUTIVE SECURITIES OF EARNINGS PER SHARE

The following table represents the classes of dilutive securities as of March 31, 2024, and 2023:

	March 31, 2024		March 31, 2023
Common stock to be issued		—		727,281
Stock options		2,670,000		2,670,000
Convertible Debt		449,300		—
Anti-dilutive securities		3,119,300		3,397,281

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

SCHEDULE OF STOCK OPTIONS ACTIVITY

The following table summarizes activities related to stock options of the Company for the three months ended March 31, 2024:

	Number of Options		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Life (Years)		Aggregate Intrinsic Value (Per Option)
Outstanding at December 31, 2022		2,670,000	$	0.62		6.21	$	—
Outstanding at March 31, 2023		2,670,000	$	0.62		5.71	$	—
Exercisable at March 31, 2023		2,670,000	$	0.62		4.836	$	—

	Number of Options		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Life (Years)		Aggregate Intrinsic Value (Per Option)
Outstanding at December 31, 2023		2,670,000	$	0.62		5.46	$	—
Outstanding at March 31, 2024		2,670,000	$	0.62		4.96	$	—
Exercisable at March 31, 2024		2,670,000	$	0.62		4.96	$	—

GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Aug. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Jul. 31, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net loss		$ 327,072	$ 211,277
Working capital deficit		2,255,754
Accumulated deficit		$ 16,627,147			$ 16,300,075
Promissory Note Agreement [Member] \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt Instrument, Face Amount	$ 55,000			$ 95,000
Debt Instrument, Convertible, Conversion Price				$ 0.001
Debt Instrument, Maturity Date	May 10, 2025
Debt Instrument, Interest Rate, Stated Percentage	10.00%

SCHEDULE OF ANTI-DILUTIVE SECURITIES OF EARNINGS PER SHARE (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	3,119,300	3,397,281
Common Stock to be Issued [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities		727,281
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,670,000	2,670,000
Convertible Debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	449,300

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Cash equivalents	$ 0		$ 0
Research and development expenses, related party	$ 344	$ 10,000
Anti-dilutive securities	3,119,300	3,397,281

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				3 Months Ended
	Dec. 13, 2024	Mar. 14, 2022	Nov. 05, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Annual license fee							$ 10,000
Royalty expense		$ 100,000
Research and development expenses				$ 344	$ 10,000
Fees				106,547	133,483
Federico Pier [Member]
Related Party Transaction [Line Items]
Accounts payable				374,399		$ 310,558
Fees				62,500	62,500
Jeff Wright [Member]
Related Party Transaction [Line Items]
Fees				22,500	22,500
CEO [Member]
Related Party Transaction [Line Items]
Accrued salaries, current				115,312		115,312
Massachusetts General Hospital [Member]
Related Party Transaction [Line Items]
Research and development expenses				344	10,000
License Agreement [Member]
Related Party Transaction [Line Items]
Financing amount		2,000,000
Additional financing amount		$ 8,000,000
Royalty rate on sales		1.00%
Related parties, description		The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal to or to exceed $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal or exceed $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights.
License Agreement [Member] \| Massachusetts General Hospital [Member]
Related Party Transaction [Line Items]
Payment for related party		$ 1,000,000.0		1,000,000.0
License Agreement [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Financing amount	$ 2,000,000
Related Party [Member]
Related Party Transaction [Line Items]
Accounts payable				630,489		537,449
Accrued salaries, current				115,312		115,312
Related Party [Member] \| Jeff Wright [Member]
Related Party Transaction [Line Items]
Accounts payable				180,881		158,027
Related Party [Member] \| Massachusetts General Hospital [Member]
Related Party Transaction [Line Items]
Accounts payable				18,364		375,000
Related Party [Member] \| Consulting Agreement [Member]
Related Party Transaction [Line Items]
Related party expenses				6,000	$ 6,000
Accounts payable				47,500		$ 41,500
Related Party [Member] \| License Agreement [Member] \| Massachusetts General Hospital [Member]
Related Party Transaction [Line Items]
Accounts payable				$ 18,364
Initial Term [Member] \| Consultant [Member] \| Consulting Agreement [Member]
Related Party Transaction [Line Items]
Payment for related party			$ 2,000

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)				3 Months Ended
	Mar. 14, 2022	Mar. 07, 2022	Jan. 12, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 30, 2022
Annual license fee							$ 10,000
Annual royalty				$ 100,000
Professional fees				106,547	$ 133,483
Related Party [Member]
Accounts payable				630,489		$ 537,449
Massachusetts General Hospital [Member] \| Related Party [Member]
Accounts payable				$ 18,364		375,000
License Agreement [Member]
License agreement, description				the Company executed a License Agreement with MGH. Prior to the first commercial sale, the License Agreement requires the Company to pay MGH a non-refundable annual license fee of $10,000 by June 30, 2022, and on each subsequent anniversary of the Effective Date thereafter. The first non-refundable annual license fee was paid on July 1, 2022. As of March 31, 2024, the Company had yet to pay the second non-refundable license fee and is included in accounts payable, related party, on the unaudited consolidated balance sheet. Additionally, following the first commercial sale, the License agreement requires the Company to pay MGH a non-refundable annual minimum royalty in the amount of $100,000 per year within sixty days after each annual anniversary of the Effective Date. The Company has yet to generate any revenue as of the date of this filing.
License Agreement [Member] \| Massachusetts General Hospital [Member]
License agreement, description				The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal or exceeding $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal to or exceeding $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights. $344 of expense reimbursements were paid to MGH during the three months ended March 31, 2024. No expense reimbursements were paid to MGH during the three months ended March 31, 2023. As of March 31, 2024, $18,364 is included in accounts payable, related parties, on the unaudited consolidated balance sheet.
Percentage for royalty				1.00%
Payment for related party	$ 1,000,000.0			$ 1,000,000.0
Expense reimbursements				344	0
License Agreement [Member] \| Massachusetts General Hospital [Member] \| Related Party [Member]
Accounts payable				18,364
Consulting Agreement [Member]
Expenses included in professional fees				0	$ 24,000
Consulting Agreement [Member] \| Related Party [Member]
Accounts payable				47,500		41,500
Consulting Agreement [Member] \| Donohoe Advisory Associates, LLC [Member]
Dividends, common stock				10,000
Consulting Agreement [Member] \| Donohoe Advisory Associates, LLC [Member] \| Consultant [Member]
Accounts payable				1,755
Retainer fees			$ 17,500
Professional fees				10,000
Consulting Agreement [Member] \| Alpha IR Group, LLC [Member]
Agreed to payment of compensation		$ 50,000
Consulting Agreement [Member] \| Alpha IR Group, LLC [Member] \| Related Party [Member]
Accounts payable				73,999		$ 73,999
Employment Arrangement [Member] \| Chief Executive Officer and Chairman [Member]
Capital				$ 8,000,000
Share based compensation description				(i) representing 1% of the Company’s fully diluted equity as of the payment date (the “Initial Equity Payment”) if the Company achieves a market capitalization of at least $250 million for sixty consecutive days during the Term (the “Initial Market Capitalization Target”); and (ii) representing the difference between 2% of the Company’s fully diluted equity as of the payment date and the amount of Initial Equity Payment (the “Subsequent Equity Payment” and, together with Initial Equity Payment, “Equity Payments”) if the Company achieves a market capitalization of at least $500 million for sixty consecutive days during the Term (the “Subsequent Market Capitalization Target” and, together with Initial Market Capitalization Target, “Market Capitalization Targets”), such that Mr. Pier has, in the aggregate, received shares of common stock of the Company representing 2% of the Company’s fully diluted equity as of the date of payment of Subsequent Equity Payment.
Employment Arrangement [Member] \| Deferred Bonus [Member] \| Chief Executive Officer and Chairman [Member]
Share based compensation				$ 100,000

SHORT-TERM LIABILITIES (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended
SHORT-TERM LIABILITIES (Details Narrative) - USD ($)	Mar. 26, 2024	Feb. 06, 2024	Dec. 26, 2023	Apr. 30, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 27, 2023
Short-Term Debt [Line Items]
Commitment fee					$ 83,526
Issuance of shares					328,571
Loss on debt extinguishment					$ 86,300
Convertible note payable					449,300		$ 335,156
Letter Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument principal value	$ 449,300	$ 399,300	$ 363,000
Debt instrument maturity date	Apr. 27, 2024	Feb. 27, 2024	Jan. 27, 2024
Debt inducement expense			$ 33,000
Loss on debt extinguishment		$ 36,300			50,000
Convertible note payable					449,300
Letter Agreement [Member] \| Subsequent Event [Member]
Short-Term Debt [Line Items]
Debt instrument maturity date				Oct. 31, 2024
Convertible Note [Member]
Short-Term Debt [Line Items]
Debt instrument principal value					12,546		18,712
Debt instrument discount							$ 83,526
Interest expense					$ 635
Convertible Notes [Member]
Short-Term Debt [Line Items]
Interest rate					13.90%
Principal payment					$ 6,400
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Debt instrument principal value					330,000			$ 330,000
Debt instrument discount					26,400
Proceeds from short term debt					$ 303,600
Interest rate					10.00%
Default interest rate					18.00%
Debt instrument maturity date					Dec. 27, 2023
Net of issuance costs					$ 13,250

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($)	3 Months Ended		12 Months Ended
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of options, outstanding, balance	2,670,000	2,670,000	2,670,000	2,670,000
Weighted average exercise price per share, outstanding	$ 0.62	$ 0.62	$ 0.62	$ 0.62
Weighted-average remaining life (years) outstanding	4 years 11 months 15 days	5 years 8 months 15 days	5 years 5 months 15 days	6 years 2 months 15 days
Aggregate intrinsic value outstanding
Number of options, exercisable, balance	2,670,000	2,670,000
Weighted average exercise price per share, exercisable	$ 0.62	$ 0.62
Weighted-average remaining life (years) exercisable	4 years 11 months 15 days	4 years 10 months
Aggregate intrinsic value exercisable

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended
	Aug. 16, 2022	Aug. 10, 2022	Feb. 12, 2021	Dec. 19, 2017	Apr. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized						7,440,000		7,440,000
Preferred stock par value						$ 0.0001		$ 0.0001
Common stock, shares authorized						300,000,000		300,000,000
Common stock par value						$ 0.001		$ 0.001
Common stock, shares Issued						32,071,299		32,071,299
Common stock, shares outstanding						32,071,299		32,071,299
Issuance of shares						$ 328,571
Debt instrument fair value									$ 83,526
Number of shares fully vested stock options						2,670,000	2,670,000	2,670,000		2,670,000
Equity Option [Member]
Class of Stock [Line Items]
Stock compensation expense						$ 0	$ 20,697
2022 Plan [Member]
Class of Stock [Line Items]
Stock option, description		The total number of shares of common stock authorized for issuance under the 2022 Plan is 3,200,000 shares of Common Stock plus, to the extent the Company issues new shares of Common Stock other than under the terms of the 2022 Plan or other than certain Inducement Awards, 3.1% of the shares of Common Stock issued by the Company in such issuance (or such lower amount as determined by the Board). As of August 16, 2022, 3,200,000 shares of Common Stock represents approximately 10.1% of our common stock outstanding.
Number of shares authorized under plan		3,200,000
NUmber of shares outstanding	3,200,000
Number of shares outstanding under plan percentage	10.10%
Stock option exercise price percentage		100.00%
2022 Plan [Member] \| Non-employee Director [Member] \| Initial Year [Member]
Class of Stock [Line Items]
Issuance of stock and warrants for services or claims		$ 150,000
2022 Plan [Member] \| Non-employee Director [Member] \| Any Year Thereafter [Member]
Class of Stock [Line Items]
Issuance of stock and warrants for services or claims		$ 195,000
Security Purchase Agreement [Member]
Class of Stock [Line Items]
Proceeds from sale of common stock					$ 100,000
Sale of stock price per share					$ 0.25
Security Purchase Agreements [Member]
Class of Stock [Line Items]
Number of shares issued					400,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized				3,000,000
Preferred stock par value				$ 0.001
Preferred stock voting rights				Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series A Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. The holders of the Series A Preferred Stock shall vote together with the holders of the common stock of the Company as a single class and as single voting group upon all matters required to be submitted to a class or series vote pursuant to the protective provisions of the Certificate of Designation or under applicable law.
Preferred stock conversion price per share				$ 1.67
Preferred stock conversion, description				Each share of Series A Preferred Stock is convertible into shares of common stock at a conversion Rate of 2:1 (the “Series A Conversion Rate”). The Series A Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations.
Number of shares issued			6,000,000
Preferred stock, shares issued						0		0
Preferred stock, shares outstanding						0		0
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized				4,440,000
Preferred stock par value				$ 0.0001
Preferred stock voting rights				Each holder of shares of Series B Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series B Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock.
Preferred stock conversion price per share				$ 0.83
Preferred stock conversion, description				The holder of Series B Preferred Stock may elect at any time to convert such sharers into common stock of the Company. Each share of Series B Preferred Stock is convertible into shares of common stock at a conversion rate of 1:1 (the “Series B Conversion Rate”). The Series B Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations.
Preferred stock, shares issued						0		0
Preferred stock, shares outstanding						0		0

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Aug. 31, 2024	Jul. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Common stock, par value			$ 0.001	$ 0.001
Subsequent Event [Member] \| Six Month Term Loan [Member]
Subsequent Event [Line Items]
Principal Amount		$ 95,000
Promissory Note Agreement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Principal Amount	$ 55,000	$ 95,000
Common stock, par value		$ 0.001
Debt instrument maturity date	May 10, 2025
Annual interest rate	10.00%
Convertible Promissory Note [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Number of convertible shares	300,000

Vicapsys Life Sciences (PK) (USOTC:VICP)
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