USAQ QHSLab Inc (QB)

 

 

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 period from ______________ to_______________

 

Commission file number 000-19041

 

QHSLab, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

 

Nevada		30-1104301
(State of Incorporation)		(I.R.S. Employer Identification No.)

 

901 Northpoint Parkway, Suite 302, West Palm Beach, FL		33407
(Address of Principal Executive Offices)		(ZIP Code)

 

Registrant’s Telephone Number, Including Area Code: (929) 379-6503

 

Securities Registered Pursuant to Section 12(g) of The Act:

 

Title of Each Class		Trading Symbol(s)		Name of each Exchange on Which Registered
Common Stock, $0.0001 Par Value		USAQ		NA

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☒

 

On May 13, 2024, the Registrant had 10,215,508 shares of common stock outstanding.

 

 

 

TABLE OF CONTENTS

 

Item		Description		Page
		PART I - FINANCIAL INFORMATION
ITEM 1.		FINANCIAL STATEMENTS.		4
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.		19
ITEM 4.		CONTROLS AND PROCEDURES.		23
		PART II - OTHER INFORMATION
ITEM 6.		EXHIBITS.		24

 

 

Cautionary Note Regarding Forward-Looking Statements

 

This report contains forward-looking statements. Certain of the matters discussed herein concerning, among other items, our operations, cash flows, financial position and economic performance including, in particular, future sales, product demand, competition and the effect of economic conditions, include forward-looking statements.

 

Forward-looking statements are predictive in nature and do not relate strictly to historical or current facts and generally include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions. Although we believe that the forward-looking statements contained in this report are based upon reasonable assumptions, these statements and other projections contained herein expressing opinions about future outcomes and non-historical information, are subject to uncertainties and, therefore, there is no assurance that the outcomes expressed in these statements will be achieved.

 

Investors are cautioned that forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the expectations expressed in forward-looking statements contained herein. Given these uncertainties, you should not place any reliance on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You are advised, however, to consult any additional disclosures we make in our reports filed with the Securities and Exchange Commission (“SEC”).

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS (unaudited)

 

Condensed Consolidated Balance Sheets – March 31, 2024 (unaudited) and December 31, 2023	5
Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2024 and 2023 (unaudited)	6
Condensed Consolidated Statements of Stockholders’ Deficit – Three Months Ended March 31, 2024 and 2023 (unaudited)	7
Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2024 and 2023 (unaudited)	8
Notes to the Condensed Consolidated Financial Statements	9

 

 

QHSLab, Inc.

Condensed Consolidated Balance Sheets

 

		March 31, 2024				December 31, 2023
		(Unaudited)
Assets
Current Assets:
Cash and cash equivalents		$	66,929			$	51,582
Accounts receivable, net			130,889				71,382
Inventory			37,108				25,181
Prepaid expenses and other current assets			7,570				7,987
Total current assets			242,496				156,132
Non-current assets:
Capitalized software development costs, net			74,463				93,079
Intangible assets, net			1,414,192				1,432,221
Total assets		$	1,731,151			$	1,681,432
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable		$	164,299			$	78,907
Other current liabilities			230,967				196,590
Loans payable, current portion			494,527				546,052
Convertible notes payable			1,223,500				1,235,500
Total current liabilities			2,113,293				2,057,049
Total liabilities			2,113,293				2,057,049
Commitments and contingencies (Note 13)			-				-
Stockholders’ Deficit:
Preferred stock, 10,000,000 shares authorized
Preferred stock Series A, $0.0001 par value; 1,080,092 shares issued and outstanding			108				108
Preferred stock Series A-2, $0.0001 par value; 2,644,424 shares issued and outstanding			264				264
Preferred stock, value			264				264
Common stock, 900,000,000 shares authorized, $0.0001 par value; 10,215,508 and 9,735,508 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively			1,022				974
Additional paid-in capital			3,618,247				3,606,295
Accumulated deficit			(4,001,783	)			(3,983,258	)
Total stockholders’ deficit			(382,142	)			(375,617	)
Total liabilities and stockholders’ deficit		$	1,731,151			$	1,681,432

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

QHSLab, Inc.

Condensed Consolidated Statements of Operations

 

		Three Months Ended				Three Months Ended
		March 31, 2024				March 31, 2023
		(Unaudited)				(Unaudited)
Revenue		$	488,587			$	352,799
Cost of revenue			202,429				165,457
Gross profit			286,158				187,342
Operating expenses:
Sales and marketing			121,946				123,953
General and administrative			89,942				102,572
Research and development			42,638				63,547
Amortization			18,028				18,028
Total operating expenses			272,554				308,100
Net operating income (loss)			13,604				(120,758	)
Other income (expense):
Interest expense			(32,129	)			(71,797	)
Loss before income taxes			(18,525	)			(192,555	)
Provision on income taxes			-				-
Net loss		$	(18,525	)		$	(192,555	)
Basic and diluted net loss per share		$	(0.00	)		$	(0.02	)
Weighted average shares outstanding (basic and diluted)			9,877,926				9,315,508

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

QHSLab, Inc.

Condensed Consolidated Statements of Stockholders’ Deficit

(Unaudited)

 

		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				(Deficit)
		Preferred Stock- Series A								Preferred Stock - Series A-2								Common Stock								Additional Paid-In				Accumulated				Total Stockholders’ Equity
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				(Deficit)
Balance at January 1, 2024			1,080,092			$	108				2,644,424			$	264				9,735,508			$	974			$	3,606,295			$	(3,983,258	)		$	(375,617	)
Conversion of notes payable			-				-				-				-				480,000				48				11,952				-				12,000
Net loss			-				-				-				-				-				-				-				(18,525	)			(18,525	)
Balance at March 31, 2024			1,080,092			$	108				2,644,424			$	264				10,215,508			$	1,022			$	3,618,247			$	(4,001,783	)		$	(382,142	)
Balance at January 1, 2023			1,080,092			$	108				2,644,424			$	264				9,315,508			$	932			$	3,589,837			$	(3,514,896	)		$	76,245
Balance			1,080,092			$	108				2,644,424			$	264				9,315,508			$	932			$	3,589,837			$	(3,514,896	)		$	76,245
Stock-based compensation expense			-				-				-				-				-				-				6,000				-				6,000
Net loss			-				-				-				-				-				-				-				(192,555	)			(192,555	)
Balance at March 31, 2023			1,080,092			$	108				2,644,424			$	264				9,315,508			$	932			$	3,595,837			$	(3,707,451	)		$	(110,310	)
Balance			1,080,092			$	108				2,644,424			$	264				9,315,508			$	932			$	3,595,837			$	(3,707,451	)		$	(110,310	)

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

QHSLab, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		For the Three Months Ended				For the Three Months Ended
		March 31, 2024				March 31, 2023
Operating activities
Net loss		$	(18,525	)		$	(192,555	)
Adjustments to reconcile net loss to net cash from operating activities:
Provision for doubtful accounts			(707	)			(3,641	)
Amortization			36,645				36,644
Amortization of debt and warrant issuance costs			-				37,277
Stock-based compensation			-				6,000
Changes in net assets and liabilities:
Accounts receivable			(58,800	)			(24,864	)
Inventory			(11,927	)			24,541
Prepaid expenses and other current assets			417				(2,420	)
Accounts payable			85,392				101,645
Other current liabilities			24,077				19,075
Cash flows from operating activities			56,572				1,702
Financing activities:
Proceeds from related-party borrowings			10,300				-
Repayments of loan borrowings			(51,525	)			(87,317	)
Cash flows from financing activities			(41,225	)			(87,317	)
Net change in cash			15,347				(85,615	)
Cash and cash equivalents – beginning of year			51,582				178,694
Cash and cash equivalents - end of period		$	66,929			$	93,079
Supplemental disclosures of cash flow activity:
Cash paid for interest		$	7,117			$	11,127
Cash paid for taxes		$	-			$	-
Supplemental noncash investing and financing activity:
Debt and accrued interest converted to shares of common stock		$	12,000			$	-

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 

QHSLab, Inc.

Notes to the Condensed Consolidated Financial Statements

 

Note 1. The Company

 

QHSLab, Inc. (the “Company” or the “Registrant”) was incorporated in Delaware on September 1, 1983. In 2019, the Company became engaged in value-based healthcare, informatics and algorithmic personalized medicine including digital therapeutics, behavior based remote patient monitoring, chronic care and preventive medicine. On September 23, 2021, the Company changed its state of incorporation from Delaware to Nevada. On April 19, 2022, the Company changed its name to QHSLab, Inc.

 

The Company is a medical device technology and software-as-a-service (“SaaS”) company focused on enabling primary care physicians (“PCP’s”) to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic disease as well as provide preventive care through reimbursable procedures.

 

Note 2. Going Concern

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, is highly leveraged and has only recently begun to generate cash from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve increased positive cash flows and profitability and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. However, access to such funding may not be available on commercially reasonable terms, if at all. These condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Note 3. Basis of Presentation

 

The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 2023 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end balance sheet data presented for comparative purposes was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period.

 

Accounting Policies

 

Use of Estimates: The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

 

9

 

 

Principles of Consolidation: The condensed consolidated financial statements include the accounts of QHSLab, Inc. and its wholly owned subsidiaries USAQ Corporation, Inc., and Medical Practice Income, Inc. All significant inter-company balances and transactions have been eliminated.

 

Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. Cash and cash equivalents are maintained at banks believed to be stable, occasionally at amounts in excess of federally insured limits, which represents a concentration of credit risk. The Company has not experienced any losses on deposits of cash and cash equivalents to date.

 

Accounts Receivable: The Company extends unsecured credit to its customers on a regular basis. Management monitors the payments on outstanding balances and estimates future expected credit losses over the life of the receivables based on past experience, current information and forward-looking economic considerations and adjusts the reserve for uncollectible balances as necessary based on experience. The Company controls its credit risk related to accounts receivable through credit approvals and monitoring. The Company had no customers that generated 10% or more of its revenue during the three-month period ended March 31, 2024. As of March 31, 2024, two customers each comprised greater than 10% of the outstanding accounts receivable balance, one at 16.0% and the other at 11.1%.

 

Inventories: Inventories are stated at the lower of cost or estimated net realizable value, on a first-in, first-out, or FIFO, basis. The Company uses actual costs to determine its cost basis for inventories. Inventories consist of only finished goods.

 

Capitalized Software Development Costs: Software development costs for internal-use software are accounted for in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software. Development costs that are incurred during the application development stage begin to be capitalized when two criteria are met: (i) the preliminary project stage is completed and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases once the software is substantially complete and ready for its intended use. Costs incurred during the preliminary project stage of software development and post-implementation operating stages are expensed as incurred. Amortization is calculated on a straight-line basis over three years which is the estimated economic life of the software and is included in the cost of revenue on the condensed consolidated statements of operations.

 

The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets.

 

Capitalized software development costs for internal-use software net of accumulated amortization totaled $74,463 as of March 31, 2024 and $93,079 as of December 31, 2023. The Company completed testing of its internally-developed software application (“QHSLab platform”) at the end of the first quarter of 2022 and began to amortize the capitalized expenses on a straight-line basis over the useful life of the software. During each of the three-month periods ended March 31, 2024 and 2023, there was $18,616 of amortization recognized. There were no impairments recognized during the three-month period ended March 31, 2024 and the year ended December 31, 2023.

 

Intangible Assets: Intangible assets represent the value the Company paid to acquire assets including a trademark, patent and web domain on June 23, 2021. The allocation of the purchase price to each of these assets was determined based on ASC 805-50-30, Business Combination, Related Issues, Initial Measurement. These assets are accounted for in accordance with ASC 350-30, Intangibles, General Intangibles Other Than Goodwill. The cost of the assets is amortized over the remaining useful life of the assets as follows:

Schedule of Indefinite-Lived Intangible Assets 

U.S. Method Patent	13.4 years
Web Domain	Indefinite life
Trademark	Indefinite life

 

The estimated useful lives and carrying value of the assets are reviewed at least annually or whenever events or circumstances occur which may result in an impact to the value of the assets.

 

10

 

 

Convertible Notes Payable: The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts on an entity’s own equity. ASU 2020-06 removes the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features. It also removes certain settlement conditions that were required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation for convertible instruments. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

 

Revenue Recognition: Pursuant to ASC Topic 606, Revenue from Contracts with Customers, or “ASC 606”, the Company recognizes revenue upon transfer of control of goods, in an amount that reflects the consideration that is expected to be received in exchange for those goods. The Company does not allow for the return of products and therefore does not establish an allowance for returns.

 

To determine the revenue to be recognized for transactions that the Company determines are within the scope of ASC 606, the Company follows the established five-step framework as follows:

 

	(i)	identify the contract(s) with a customer;
	(ii)	identify the performance obligations in the contract(s);
	(iii)	determine the transaction price;
	(iv)	allocate the transaction price to the performance obligations in the contract(s); and
	(v)	recognize revenue when (or as) the Company satisfies a performance obligation.

 

The Company sells allergy diagnostic-related products, immunotherapy treatments, and digital medicine services to physicians. Revenue is recognized once the Company satisfies its performance obligation which occurs at the point in time when title and possession of products have transitioned to the customer, typically upon delivery of the products or services.

 

The Company includes shipping and handling fees billed to customers in revenue.

 

The Company also generates revenue through Software-as-a-Service (SaaS) agreements whereby the Company provides physicians’ practices access to its proprietary internally-developed software that provides clinical decision support and patient monitoring. The agreements provide for either monthly or annual access to the software. The access to the system begins immediately and revenue is recognized over the agreement term.

 

The Company provides administrative, billing and clinical decision support services utilizing the Company’s internally-developed software. Revenue is recognized each month based on actual services provided during that month.

 

There are several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and disclosures. The Company elected to treat similar contracts as a portfolio of contracts, as allowed under ASC 606. The contracts that fall within the portfolio have the same terms and management has the expectation that the result will not be materially different from the consideration of each individual contract.

 

Research and Development: Research and development expense is primarily related to developing and improving methods related to the Company’s SaaS platform. Research and development expenses are expensed when incurred. For the three months ended March 31, 2024 and 2023, there was $42,638 and $63,547 of research and development expenses incurred, respectively.

 

11

 

 

Stock-based Compensation: The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. The standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date.

 

Earnings Per Common Share: Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options and warrants to purchase common stock (only if those options and warrants are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of March 31, 2024 or 2023.

 

Income Taxes: The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

 

The Company has net operating loss carry forwards of $2,947,608 which begin to expire in 2026. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization.

 

Recently Issued Accounting Standards

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to expand disclosures, on an annual and interim basis, about reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. ASU 2023-07 is to be applied retrospectively to all prior periods presented in the financial statements with an effective date for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently in the process of evaluating the effects of this pronouncement on its related disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on it related disclosures.

 

This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures.

 

12

 

 

Note 4. Accounts Receivable

 

Accounts receivable is recorded in the condensed consolidated balance sheets when customers are invoiced for revenue to be collected and there is an unconditional right to receive payment. Timing of revenue recognition may differ from the timing of invoicing customers resulting in deferred revenue until the Company satisfies its performance obligation.

 

Accounts receivable is presented net of an allowance for doubtful accounts that represents future expected credit losses over the life of the receivables based on past experience, current information and forward-looking economic considerations. The beginning and ending balances of accounts receivable, net of allowance, are as follows:

Schedule of Accounts Receivable 

		March 31, 2024				December 31, 2023
Accounts receivable		$	148,628			$	89,827
Allowance for doubtful accounts			(17,739	)			(18,445	)
Accounts receivable, net		$	130,889			$	71,382

 

Note 5. Capitalized Software and Intangible Assets

 

Non-current assets consist of the following at March 31, 2024 and December 31, 2023:

Schedule of Intangible Assets  

		Estimated Useful Life (in years)		March 31, 2024				December 31, 2023
Capitalized software		3.0		$	223,390			$	223,390
Accumulated amortization					(148,927	)			(130,311	)
Capitalized software, net				$	74,463			$	93,079
Intangible Assets:
U.S. Method Patent		13.4		$	967,500			$	967,500
Web Domain		N/A			161,250				161,250
Trademark		N/A			483,750				483,750
Total Intangible assets				$	1,612,500			$	1,612,500
Accumulated amortization					(198,308	)			(180,279	)
Intangible assets, net				$	1,414,192			$	1,432,221

 

Capitalized software represents the development costs for the Company’s internal-use QHSLab platform software. The Company completed testing of its QHSLab platform software application at the end of the first quarter of 2022 and began to amortize the capitalized expenses on a straight-line basis over the useful life of the software. During the three months ended March 31, 2024 and 2023 there was $18,616 of amortization expense. Amortization related to the QHSLab platform is recorded within cost of revenue on the Company’s condensed consolidated statements of operations. There were no impairments recognized during the three-month period ended March 31, 2024 and the year ended December 31, 2023.

 

The intangible assets represent the value the Company paid to acquire the trademark “AllergiEnd”, the web domain “AllergiEnd.com” along with the U.S. Method Patent registration relating to the allergy testing kit and related materials the Company distributes to physician clients. The Company acquired the intangible assets from MedScience Research Group as of June 23, 2021 for total consideration of $1,612,500 which was financed through a combination of restricted stock and a promissory note. The allocation of the purchase price to each of these assets was determined based on ASC 805-50-30, Business Combination, Related Issues, Initial Measurement. The assets are being amortized over their useful lives beginning July 1, 2021. The Trademark and Web Domain are determined to have an indefinite life and will be tested annually for impairment in accordance with ASC 350-30-35, Intangibles, General Intangibles Other Than Goodwill. There was $18,028 of amortization expense during each of the quarters ended March 31, 2024 and 2023.

 

The Company evaluates intangible assets with infinite lives for impairment at least annually and evaluates intangible assets with finite lives when events or circumstances indicate an impairment may exist. No impairments or changes in useful lives were recognized during the three-month period ended March 31, 2024 and the year ended December 31, 2023.

 

Note 6. Loans Payable

 

On June 23, 2021, the Company entered into a purchase agreement to acquire certain assets from MedScience Research Group, Inc (“MedScience”) (See Note 5 for additional information). As part of that purchase agreement, the Company issued a Promissory Note with a principal sum of $750,000. The principal, along with associated interest, are being paid in 36 equal monthly installments that began in July 2021. The Company has deferred certain principal payments and MedScience has indicated that it would forbear taking any action but reserves all of its rights under its agreement. The most recent notice of forbearance was received on February 19, 2024. The combined principal due along with accrued interest as of March 31, 2024 is $405,437 and as of December 31, 2023 was $396,138.

 

On October 5, 2023, the Company entered into a fixed-fee short-term loan with its merchant bank and received $226,700 in loan proceeds. The loan is repaid by the merchant bank withholding an agreed-upon percentage of payments they process on behalf of the Company with a minimum of $28,463 paid every 60 days. The loan payable is due in April 2025. As of March 31, 2024 and December 31, 2023, the loan balance was $122,567 and $174,092, respectively, and is all recorded in current liabilities on the condensed consolidated balance sheets.

 

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Note 7. Convertible Notes Payable

 

Convertible notes payable at March 31, 2024 and December 31, 2023 consist of the following:

Schedule of Convertible Notes Payable 

		March 31, 2024				December 31, 2023
Note 1 – Shareholder		$	100,000			$	100,000
Note 2 – Mercer Note			683,500				695,500
Note 3 – Mercer Note #2			440,000				440,000
Convertible notes payable			1,223,500				1,235,500
Debt discount and issuance costs			-				-
Total convertible notes payable, net			1,223,500				1,235,500
Less: current portion			1,223,500				1,235,500
Non-current portion		$	-			$	-

 

Note 1 – Effective May 7, 2021, the Company issued a Convertible Promissory Note in the principal amount of $100,000 to a shareholder (Note 1), the terms and conditions of which may not be indicative of what a third-party investor may agree to. The Note bears interest at the rate of 10% per annum and matures on September 30, 2022 (the “Maturity Date”) at which date all outstanding principal and accrued and unpaid interest are due and payable. On October 1, 2022, the Maturity Date of Note 1 was extended to December 31, 2023 and further extended to December 31, 2024 during the quarter ended March 31, 2024. The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of common shares at a conversion price equal to the greater of a 25% discount to the 15-day average market price of the Company’s common stock or $0.50. The principal and interest accrued are convertible at any time through the maturity date of December 31, 2024 at the option of the holder using the same conversion calculation. As of March 31, 2024 and December 31, 2023, this note had $29,014 and $26,521, respectively, of accrued interest, which is included within other current liabilities on the condensed consolidated balance sheets.

 

Note 2 – Effective August 10, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which it issued to the investor an Original Issue Discount Secured Convertible Promissory Note (the “$806,000 Note”) in the principal amount of $806,000 and warrants to purchase 930,000 shares of the Company’s common stock for aggregate consideration of $750,000. In addition, pursuant to the Purchase Agreement the Company entered into a Registration Rights Agreement with the investor.

 

The principal amount of the $806,000 Note and all interest accrued thereon is payable on August 10, 2022, and is secured by a lien on substantially all of the Company’s assets. The $806,000 Note provides for interest at the rate of 5% per annum, payable at maturity, and is convertible into common stock at a price of $0.65 per share. In addition to customary anti-dilution adjustments upon the occurrence of certain corporate events, the $806,000 Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the $806,000 Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such stock or common stock equivalents were sold.

 

On November 11, 2021, Mercer Street Global Opportunity Fund, LLC (“Mercer Fund”), converted $50,000 of the principal amount of the $806,000 Note, into 76,923 shares of the Company’s common stock at a price of $0.65 per share.

 

The 930,000 Warrants are initially exercisable for a period of three years at a price of $1.25 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the $806,000 Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided in the Registration Rights Agreement. The Warrants may be exercised by means of a “cashless exercise” if at any time the shares issuable upon exercise of the Warrant are not covered by an effective registration statement.

 

As a result of the issuance of a $440,000 Original Issue Discount Secured Convertible Promissory Note effective July 19, 2022, (Note 3) convertible into shares of the Company’s common stock at a price of $0.20 per share, the price at which the $806,000 Note may be converted into shares of the Company’s common stock has been reduced to $0.20 per share. On July 27, 2022, Mercer Fund converted $50,000 of the principal amount of the $806,000 Note into 250,000 shares of the Company’s common stock at a price of $0.20 per share.

 

On October 5, 2023, at the request of Mercer Fund, the Company agreed to reduce the conversion price with respect to $10,500 of the amounts payable pursuant to the $806,000 Note to two and one-half ($0.025) cents per share. The balance of the amounts payable pursuant to the $806,000 Note remain convertible into shares of common stock of the Company at a price of twenty ($0.20) cents per share.

 

On March 4, 2024, at the request of Mercer Fund, the Company agreed to reduce the conversion price with respect to $12,000 of the amounts payable pursuant to the $806,000 Note to two and one-half ($0.025) cents per share. The balance of the amounts payable pursuant to the $806,000 Note remain convertible into shares of common stock of the Company at a price of twenty ($0.20) cents per share.

 

On February 19, 2024, the Company received the most recent notice from the manager of Mercer Fund of its agreement to forbear from the exercise of any rights it might have as a result of any defaults under the $806,000 Note and the related documents between the Company and the Mercer Fund, provided that the Mercer Fund reserved all of its rights under such agreements. The $806,000 Note continues to accrue interest at 5%.

 

As of March 31, 2024, all original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, have been recognized. The remaining principal balance of $683,500, along with associated interest, is recorded with current liabilities on the Company’s condensed consolidated balance sheets. As of March 31, 2024, the $806,000 Note had $95,970 of accrued interest, total unamortized debt issuance costs of $0, including the Warrant and the remaining discount. As of December 31, 2023, the $806,000 Note had $87,344 of accrued interest, total unamortized debt issuance costs of $0, including the Warrant and the remaining discount.

 

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Note 3 – Effective July 19, 2022, the Company entered into a Securities Purchase Agreement with Mercer Fund pursuant to which it issued an Original Issue Discount Secured Convertible Promissory Note (the “$440,000 Note”) in the principal amount of $440,000 and warrants to purchase 550,000 shares of the Company’s common stock for aggregate consideration of $400,000. In addition, pursuant to the Purchase Agreement the Company entered into a Registration Rights Agreement with Mercer Fund.

 

The principal amount of the $440,000 Note and all interest accrued thereon is payable on July 19, 2023, and are secured by a lien on substantially all of the Company’s assets. The $440,000 Note provides for interest at the rate of 5% per annum, payable at maturity, and is convertible into common stock at a price of $0.20 per share. In addition to customary anti-dilution adjustments upon the occurrence of certain corporate events, the $440,000 Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the $440,000 Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such stock or common stock equivalents were sold.

 

The $440,000 Note provides for various events of default similar to those provided for in similar transactions, including the failure to timely pay amounts due thereunder. The $440,000 Note provides further that the Company will be liable to the Mercer Fund for various amounts, including the cost of a buy-in, if the Company shall default in its obligation to register the shares issuable upon conversion of the $440,000 Note for sale by the Mercer Fund under the Securities Act or otherwise fails to facilitate Buyer’s sale of the shares issuable upon conversion of the $440,000 Note as required by the terms of the $440,000 Note.

 

On February 19, 2024 the Company received the most recent notice from the manager of the Mercer Fund, LLC that it agreed to forbear from exercising any rights it might have as a result of any defaults under the $440,000 Note and the related documents between the Company and the Fund, provided that it reserved all of its rights.

 

The 550,000 Warrants are initially exercisable for a period of three years at a price of $0.50 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the $440,000 Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided in the Registration Rights Agreement. The Warrants may be exercised by means of a “cashless exercise” if at any time the shares issuable upon exercise of the Warrant are not covered by an effective registration statement.

 

The Registration Rights Agreement requires the Company to file with the Securities and Exchange Commission within 60 days following the closing of the issuance of the $440,000 Note, a registration statement (the “Registration Statement”) with respect to all shares which may be acquired upon conversion of the $440,000 Note and exercise of the Warrant (the “Registrable Securities”) and to cause the Registration Statement to be declared effective no later than 90 days after the date of the issuance of the $440,000 Note, provided, that if the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall cause the Registration Statement to be declared effective on the fifth trading day following the date on which the Company is so notified. The Company is to cause the Registration Statement to remain continuously effective until all Registrable Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or are otherwise not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act.

 

The Company accounts for the allocation of its issuance costs related to its Warrants in accordance with ASC 470-20, Debt with Conversion and Other Options. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The Company used the relative fair value at the time of issuance to allocate the value received between the convertible note and the warrants.

 

The Company estimated the fair value of the Warrants utilizing the Black-Scholes pricing model, which is dependent upon several assumptions such as the expected term of the Warrants, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected term and expected dividend yield rate over the expected term. The Company believes this valuation methodology is appropriate for estimating the fair value of warrants. The value allocated to the relative fair value of the Warrants was recorded as debt issuance costs and additional paid in capital.

 

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The principal, net of the original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, which are being recognized over the life of the $440,000 Note, along with associated interest, is recorded with current liabilities on the Company’s condensed consolidated balance sheets. As of March 31, 2024, the $440,000 Note had $37,249 of accrued interest, total unamortized debt issuance costs of $0, including the Warrant value and the remaining discount. As of December 31, 2023, the $440,000 Note had $31,764 of accrued interest, total unamortized debt issuance costs of $0, including the Warrant value and the discount.

 

Note 8. Preferred Stock

 

Issuance of Series A Preferred Stock

 

The shares of Series A Preferred Stock have a stated value of $0.25 per share and are initially convertible into shares of common stock at a price of $0.05 per share (subject to adjustment upon the occurrence of certain events). The Series A Preferred Stock does not accrue dividends and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote.

 

Issuance of Series A-2 Preferred Stock

 

The shares of Series A-2 Preferred Stock have a stated value of $0.16 per share and are convertible into shares of common stock at a price of $0.16 per share (subject to adjustment upon the occurrence of certain events). The rights of holders of the Company’s common stock with respect to the payment of dividends and upon liquidation are junior in right of payment to holders of the Series A-2 Convertible Preferred Shares. The rights of the holders of the Company’s Series A-2 Preferred Shares are pari passu to the rights of the holders of the Company’s Series A Preferred Shares currently outstanding.

 

Holders of the Series A-2 Convertible Preferred Stock will vote on an as converted basis with the holders of the Company’s common stock and Series A Preferred Shares as to all matters to be voted on by the holders of the common stock. Each Series A-2 Preferred Share shall be entitled to a number of votes equal to five times the number of shares of common stock into which it is then convertible on the applicable record date.

 

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Note 9. Loss Per Common Share

 

The Company calculates net loss per common share in accordance with ASC 260, Earnings Per Share. Basic and diluted net loss per common share were determined by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive shares, which include outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the quarters ended March 31, 2024 and 2023 as the result would be anti-dilutive.

Schedule of Anti-dilutive Securities Excluded from Calculation of Earning Per Share 

		2024				2023
		Three Months Ended March 31,
		2024				2023
Stock options			1,100,000				1,100,000
Stock warrants			1,480,000				1,560,747
Total shares excluded from calculation			2,580,000				2,660,747
Antidilutive securities			2,580,000				2,660,747

 

Note 10. Stock-based Compensation

 

During the three-month periods ended March 31, 2024 and 2023, there was $0 and $6,000, respectively, in stock-based compensation associated with stock options included in research and development expense.

 

There were no options exercised, forfeited or cancelled during the period. During the three-month periods ended March 31, 2024 and 2023 there were no options granted.

 

As of March 31, 2023, all compensation related to 1,100,000 outstanding options has been recognized. The options were expensed over the vesting period for each Advisor.

 

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Options outstanding at March 31, 2024 consist of:

Schedule of Options Outstanding and Exercisable 

Date Issued		Number Outstanding				Number Exercisable				Exercise Price				Expiration Date
March 12, 2020			500,000				500,000			$	0.40			March 12, 2025
June 27, 2020			150,000				150,000			$	0.40			June 27, 2025
January 1, 2021			450,000				450,000			$	0.65			December 31, 2025
Total			1,100,000				1,100,000

 

Warrants outstanding at March 31, 2024 consist of:

Schedule of Warrants Outstanding and Exercisable 

Date Issued		Number Outstanding				Number Exercisable				Exercise Price				Expiration Date
August 10, 2021			930,000				930,000			$	1.25			August 9, 2024
July 19, 2022			550,000				550,000			$	0.50			July 18, 2025
Total			1,480,000				1,480,000

 

During the quarter ended March 31, 2024, 14,854 outstanding warrants expired.

 

Note 11. Related Party Transactions

 

Due to Related Parties: Amounts due to related parties consist of cash advances received from our principal shareholder, bear no interest and are due on demand. These terms and conditions of which may not be indicative of what a third-party investor may agree to. As of March 31, 2024 and December 31, 2023 amounts due to related-parties totaled $13,536 and $3,236, respectively and are included in other current liabilities on the Company’s condensed consolidated balance sheets.

 

Convertible notes payable, related party: See Note 7.

 

Note 12. Income Taxes

 

For the three-month period ended March 31, 2024 and the year ended December 31, 2023, the Company did not record a tax provision as the Company did not earn any taxable income in either period and maintains a full valuation allowance against its net deferred tax assets.

 

Note 13. Commitments and Contingencies

 

There are no pending or threatened legal proceedings as of March 31, 2024. The Company has no non-cancellable operating leases.

 

Note 14. Subsequent Events

 

Management has evaluated subsequent events through the date of this filing.

 

 

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

 

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our unaudited condensed consolidated financial statements for the three months ended March 31, 2024 and 2023 and notes thereto contained elsewhere in this Report, and our annual report on Form 10-K for the twelve months ended December 31, 2023 including the consolidated financial statements and notes thereto contained in such Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. See “Cautionary Note Concerning Forward-Looking Statements.”

 

Overview

 

We are a medical device technology and software as a service (“SaaS”) company focused on enabling primary care physicians (“PCPs”) to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic disease as well as provide preventive care through reimbursable procedures. In some cases, the products we provide our physician clients will enable them to diagnose and treat patients with chronic diseases which they historically have referred to specialists, allowing them to increase their practice revenue. As part of our mission, we are providing PCPs with the software, training and devices necessary to allow them to treat their patients using value-based healthcare, informatics and algorithmic personalized medicine, including digital therapeutics. Our virtual and point of care solutions also support non face to face clinical decision making and remote patient monitoring, to address chronic care and preventive medicine and are reimbursable to the medical practice.

 

Increasingly, regulators and insurance companies have come to recognize what health care technologists have been saying for nearly 17 years, which is that most chronic conditions are better managed with more frequent and short encounters often without a physician’s direct participation, rather than infrequent visits. More health insurers have realized that AI enabled digital medicine technologies such as those provided through QHSLab can provide the necessary encounters to foster patient compliance in between visits to a physician.

 

Based on the success of PCPs using our QHSLab allergy diagnostics combined with the products acquired from MedScience, we intend to increase our revenues by charging physicians a monthly subscription fee for the use of QHSLab and soliciting additional PCPs to increase their revenues by using our proven revenue generating QHSLab and AllergiEnd® line of products. We also plan to introduce additional point of care diagnostics and treatments, and digital medicine programs that PCPs can use and prescribe in their practices. In all cases, PCPs will be paid under existing government and private insurance programs, based upon analyses conducted utilizing QHSLab and treatments provided as a result of such analyses.

 

Our ability to operate profitably is determined by our ability to generate revenues from the licensing of our QHSLab software and the sale of diagnostic related products and treatment protocols and the provision of services through our QHSLab system. Currently, we are generating revenues from the sale of AllergiEnd® diagnostic related products and immunotherapy treatments. Our ability to generate a profit from these sales is determined by our ability to increase the number of physicians using these products. We will continue to upgrade QHSLab in an effort to increase the number of products sold based upon the services it can provide and for which we are able to charge a fee for its use.

 

 

Results of Operations during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023

 

Revenues

 

During the fourth quarter of 2020 we began to sell the AllergiEnd® Products, consisting of AllergiEnd® Allergy Diagnostics and Allergen Immunotherapy treatments, to physicians. During the second quarter of 2022, we began to enter SaaS subscription agreements to provide physicians with access to our proprietary internally-developed QHSLab platform software that provides clinical decision support and patient assessments for numerous chronic conditions seen in primary care settings including allergy, asthma, mental health, obesity and chronic pain for example. During the fourth quarter of 2022, we began entering into Integrated Service Program (“ISP”) agreements to provide physicians’ offices with agreed-upon clinical decision support, digital health assessments, administrative, and billing services utilizing our QHSLab platform software.

 

For the period ended March 31, 2024, we generated revenues of $488,587 compared to $352,799 of revenues for the period ended March 31, 2023. The increase in revenues for the period ended March 31, 2024, is attributed to a 268% increase in revenues generated from ISP services to $127,004 compared to $34,467 in the first quarter of 2023. Revenues in the first quarter 2024 were also driven by a 21% increase in sales of Allergy Diagnostic Kits to $237,066 compared to $195,507 in the first quarter of 2023.

 

Our revenues consisted of the following:

 

		For the Three Months Ended
		March 31,
		2024				2023
Allergy Diagnostic Kit Sales		$	237,066			$	195,507
Immunotherapy Treatment Sales			86,325				93,474
Subscription Revenue			18,370				20,461
Integrated Service Program			127,004				34,467
Training and Other Revenue			9,863				-
Shipping and handling			9,959				8,890
Total revenue		$	488,587			$	352,799

 

Cost of Revenues and Gross Profit

 

Cost of revenues consists of the cost of the AllergiEnd® test kits and allergen immunotherapy pharmacy prepared treatment sets, shipping costs to our customers as well as administrative services and labor expenses directly related to our ISP sales.

 

For the three months ended March 31, 2024 and 2023, cost of revenues was $202,429 and $165,457, respectively.

 

The Company generated a gross profit of $286,158 during the three months ended March 31, 2024 compared to $187,342 for the three months ended March 31, 2023. Gross margin increased from 53.1% during the three months ended March 31, 2023 to 58.6% for the three months ended March 31, 2024. The increase in gross margin was attributable to a combination of changes in the product mix including the growth of ISP revenue and improved cost structure since the acquisition of intangible assets from MedScience and synergies across our core product lines.

 

As we continue to introduce new products at an early stage in our development cycle, the gross margins may vary significantly between periods, due, among other things, to differences among our customers and products sold, customer negotiating strengths, and product mix.

 

Sales and Marketing

 

Sales and marketing expenses consist primarily of costs associated with selling and marketing our products to PCPs, principally ongoing sales efforts to recruit new PCPs and maintain our relationships with PCPs already using our software and products. These expenses include employee compensation and costs of consultants. For the three months ended March 31, 2024, sales and marketing expenses totaled $121,946 compared to $123,953 for the three months ended March 31, 2023.

 

The slight decreases in sales and marketing expenses for the period ended March 31, 2024 compared to the same period in 2023 relate primarily to a decrease in third-party marketing expenses partially offset by an increase in payroll-related expenses as more work was being performed by our internal sales and marketing personnel and 2023 included a significant marketing spend in connection with the initial promotion of ISP and Subscription Revenue products. We expect our sales and marketing expenses to increase as we seek to build our customer base and launch additional products. Nevertheless, if we are successful in onboarding a sufficient number of PCPs and maintaining our relationships with these PCPs once they begin to fully utilize our products, sales and marketing expenses could decrease as a percentage of revenues, though we may increase our marketing efforts as funds become available.

 

 

General and Administrative

 

General and administrative expenses consist primarily of costs associated with operating a business including accounting, legal and management consulting fees.

 

For the three months ended March 31, 2024, general and administrative expenses totaled $89,942, a decrease of $12,630, compared to $102,572 for the three months ended March 31, 2023. The decrease is primarily due to decreased fees associated with investor relations and management consulting services partially offset by increases in sales processing and cloud related hosting fees.

 

Research and Development

 

Research and development (“R&D”) includes expenses incurred in connection with the research and development of our medical device technology solution, including software development. R&D costs are expensed as they are incurred.

 

For the three months ended March 31, 2024, R&D expenses totaled $42,638, a decrease of $20,909 compared to $63,547 for the three months ended March 31, 2023.

 

The decreases in R&D expenses for the period ended March 31, 2024, as compared to 2023, were driven by a reduction in R&D consulting expenses as the focus of our resources shifted to the commercialization of our QHSLab platform software. We expect that our R&D expenses will increase as we invest in and expand our operations and further develop new products and services as part of the Company’s growth strategy.

 

Other Income and Expense

 

For the three months ended March 31, 2024, interest expense decreased by $39,668 to $32,129 from $71,797 for the three months ended March 31, 2023. The decrease was due to timing of the amortization of debt issuance costs including legal fees and warrants issued in connection with certain of our convertible notes payable. Interest expense during the first quarter of 2024 included only interest on the outstanding debt balance as all debt issuance costs including legal fees and warrants issued in connection with the second Mercer note issued in July 2022 (“Second OID Note”) and the first Mercer note issued in August 2021 (“First OID Note”) were fully amortized by the end of 2023. The amortization of those costs, which are non-cash expenses, during the quarter ended March 31, 2023 totaled $27,415, or 38% of the interest expense during the quarter.

 

 

Liquidity and Capital Resources

 

Liquidity is a measure of a company’s ability to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On March 31, 2024, we had current assets totaling $242,496, including $66,929 of cash, $130,889 of accounts receivable, $37,108 of inventory, and $7,570 related to prepaid expenses and other current assets. At such date we had total current liabilities of $2,113,293 consisting of $164,299 in accounts payable, $230,967 in other current liabilities and $1,718,027 representing the current portions of outstanding loans and convertible notes. There were no long-term liabilities on our balance sheet as the entirety of our loans payable are included in current liabilities.

 

On December 31, 2023, we had current assets totaling $156,132, including $51,582 of cash, $71,382 of accounts receivable, $25,181 of inventory, and $7,987 related to prepaid expenses and other current assets. At such date we had total current liabilities of $2,057,049 consisting of $78,907 in accounts payable, $196,590 in other current liabilities and $1,781,552 representing the current portions of outstanding loans and convertible notes. There were no long-term liabilities on our balance sheet as the entirety of our loans payable are included in current liabilities.

 

We generated cash flows of $56,572 and $1,702 from operations during the three-month periods ending March 31, 2024 and 2023, respectively.

 

During the third quarter of 2021, we issued a promissory note of $750,000 in connection with our acquisition of assets related to our AllergiEnd® products and an Original Issue Discount Secured Convertible Promissory Note in the principal amount of $806,000 (the “First OID Note”) along with warrants to purchase 930,000 shares of our common stock (the “Warrants”) for aggregate consideration of $750,000. In July 2022, to supplement our cash on hand, we issued to the holder of the First OID Note an Original Issue Discount Secured Convertible Promissory Note (the “Second OID Note”) in the principal amount of $440,000 and warrants to purchase 550,000 shares of our common stock for aggregate consideration of $400,000.

 

All amounts outstanding under the First OID Note and Second OID Note were payable on August 10, 2022, and July 19, 2023, respectively, and are secured by a lien on substantially all of our assets.

 

We are currently in default of our obligations under the First OID Note and the Second OID Note. On February 19, 2024, the Company received the most recent notice from the manager of Mercer Street Global Opportunity Fund, LLC, the holder of the First and Second OID Notes, that it agreed to forbear from exercising any rights it might have as a result of any defaults under the First OID Note, the Second OID Note and the related documents between the Company and the Fund, provided that it reserved all of its rights.

 

 

Plan of Operation and Funding

 

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We had an accumulated deficit of $4,001,783 at March 31, 2024, generated net losses of $18,525 and $468,362 for the three months ended March 31, 2024 and the year ended December 31, 2023, respectively, and generated cash from operations of $56,572 in the quarter ended March 31, 2024, and used $159,627 of cash in operations in the year ended December 31, 2023. We are currently in default of our obligations under our OID Notes and the note incurred to acquire assets related to our AllergiEnd® products. These factors, among others, raise substantial doubt about our ability to continue as a going concern for a reasonable period of time. Our continuation as a going concern is dependent upon our ability to obtain necessary equity or debt financing and ultimately from generating revenues and positive cash flow to continue operations and, in the interim, to convince the holders of our notes to forbear from exercising any rights they might have as a result of our defaults. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Our working capital requirements are expected to increase in line with the growth of our business. We will remain highly leveraged as we seek to expand our business. Existing working capital, anticipated cash flows and the proceeds from accounts receivable and inventory financing are expected to be adequate to fund our operations over the next twelve months. If necessary, we would seek to supplement such amounts through the issuance of debt or equity.

 

In addition to satisfying our working capital needs, we must begin to make payments on or otherwise satisfy our outstanding indebtedness to avoid continued growth in the amount of accrued interest and penalties, and to retain the support of our lenders. Any effort to restructure existing indebtedness through agreements with our current lenders to allow us to increase the amount we can devote to expanding our operations will require the consent of our current lenders and likely would require the issuance of additional debt or equity securities. Should we seek to raise additional capital to satisfy our lenders, there is no assurance sufficient amounts will be available.

 

While we are focused on our business, we intend to continually explore our options to raise additional capital or, when available, borrow additional funds on terms which we believe are favorable to us. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders, could require the issuance of equity securities at prices we believe are below our true value and could cause the price of our common stock to decrease. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional borrowings could require that we grant the lenders a security interest or other rights that impede our ability to operate as we deem best for our shareholders. Further, any default under a loan agreement could result in an action which could force us to seek bankruptcy protection. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to maintain or expand our existing operations, take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business and adversely impact our financial results.

 

Our ability to obtain funds through the issuance of debt or equity is dependent upon the state of the financial markets at such time as we may seek to raise funds. The state of the capital markets may be adversely impacted by various risks and uncertainties, including, but not limited to future and current impacts of global events such as wars in the Ukraine and Israel, increases in inflation and other risks detailed in the risk factors sections detailed in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures.

 

As of March 31, 2024, our chief executive officer, who is also our chief financial officer conducted an evaluation regarding the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the evaluation of these controls and procedures as provided under the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), our chief executive officer/ chief financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report. Many of these deficiencies stem from a lack of adequate personnel, including individuals with experience in financial reporting. Management has identified corrective actions for the weakness and will periodically reevaluate our ability to add personnel and implement improved review procedures as they can be supported by the growth in our business.

 

Changes in internal controls.

 

During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition or future results.

 

ITEM 6. EXHIBITS.

 

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

 

Exhibit No.		Description
3.1		Articles of Incorporation (incorporated herein by reference to Exhibit B to the Information Statement on Form 14-C filed June 21, 2021)
3.2		By-Laws ((incorporated herein by reference to Exhibit C to the Information Statement on Form 14-C filed June 21, 2021).
4.1		Certificate of Designation authorizing issuance of Series A Preferred Stock (incorporated herein by reference to Exhibit D to the Information Statement on Form 14-C filed June 21, 2021)
4.2		Certificate of Designation authorizing the issuance of the Series A-2 Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed December 30, 2021)
31		Certification of CEO and CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

QHSLab, Inc.
By:	/s/ Troy Grogan
	Troy Grogan
	Chief Executive Officer and Chief Financial Officer
Date:	May 13, 2024

 

 

 

 

Exhibit 31

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT

 

I, Troy Grogan, certify that:

 

1. I have reviewed this quarterly report of QHSLab, 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 issuer as of, and for, the periods presented in this report;

 

4. As the certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as 4efined 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 issuer 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 issuer, 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 issuer’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 issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5. As the certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’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 issuer’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 issuer’s internal control over financial reporting.

 

Date: May 13, 2024
/s/ Troy Grogan
CEO and CFO

 

 

 

Exhibit 32

 

(18 U.S.C. SECTION 1350)

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of QHSLab, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Troy Grogan, CEO and CFO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

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

 

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

 

/s/ Troy Grogan
Troy Grogan
CEO and CFO
Dated: May 13, 2024

 

A signed original of this written statement required by Section 906 has been provided to QHSLab, Inc. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.24.1.1.u2

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 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	000-19041
Entity Registrant Name	QHSLab, Inc.
Entity Central Index Key	0000856984
Entity Tax Identification Number	30-1104301
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	901 Northpoint Parkway
Entity Address, Address Line Two	Suite 302
Entity Address, Address Line Three	West Palm
Entity Address, City or Town	Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33407
City Area Code	(929)
Local Phone Number	379-6503
Title of 12(b) Security	Common Stock, $0.0001 Par Value
Trading Symbol	USAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,215,508

v3.24.1.1.u2

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 66,929	$ 51,582
Accounts receivable, net	130,889	71,382
Inventory	37,108	25,181
Prepaid expenses and other current assets	7,570	7,987
Total current assets	242,496	156,132
Non-current assets:
Capitalized software development costs, net	74,463	93,079
Intangible assets, net	1,414,192	1,432,221
Total assets	1,731,151	1,681,432
Current Liabilities:
Accounts payable	164,299	78,907
Other current liabilities	230,967	196,590
Loans payable, current portion	494,527	546,052
Convertible notes payable	1,223,500	1,235,500
Total current liabilities	2,113,293	2,057,049
Total liabilities	2,113,293	2,057,049
Commitments and contingencies (Note 13)
Stockholders’ Deficit:
Common stock, 900,000,000 shares authorized, $0.0001 par value; 10,215,508 and 9,735,508 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	1,022	974
Additional paid-in capital	3,618,247	3,606,295
Accumulated deficit	(4,001,783)	(3,983,258)
Total stockholders’ deficit	(382,142)	(375,617)
Total liabilities and stockholders’ deficit	1,731,151	1,681,432
Series A Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock, value	108	108
Series A-2 Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock, value	$ 264	$ 264

v3.24.1.1.u2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, shares authorized	900,000,000	900,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	10,215,508	9,735,508
Common stock, shares outstanding	10,215,508	9,735,508
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	1,080,092	1,080,092
Preferred stock, shares outstanding	1,080,092	1,080,092
Series A-2 Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	2,644,424	2,644,424
Preferred stock, shares outstanding	2,644,424	2,644,424

v3.24.1.1.u2

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 488,587	$ 352,799
Cost of revenue	202,429	165,457
Gross profit	286,158	187,342
Operating expenses:
Sales and marketing	121,946	123,953
General and administrative	89,942	102,572
Research and development	42,638	63,547
Amortization	18,028	18,028
Total operating expenses	272,554	308,100
Net operating income (loss)	13,604	(120,758)
Other income (expense):
Interest expense	(32,129)	(71,797)
Loss before income taxes	(18,525)	(192,555)
Provision on income taxes
Net loss	$ (18,525)	$ (192,555)
Basic net loss per share	$ (0.00)	$ (0.02)
Diluted net loss per share	$ (0.00)	$ (0.02)
Weighted average shares outstanding: (Basic)	9,877,926	9,315,508
Weighted average shares outstanding: (Diluted)	9,877,926	9,315,508

v3.24.1.1.u2

Condensed Consolidated Statements of Stockholders' (Deficit) Equity (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series A-2 Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 108	$ 264	$ 932	$ 3,589,837	$ (3,514,896)	$ 76,245
Balance, shares at Dec. 31, 2022	1,080,092	2,644,424	9,315,508
Net loss					(192,555)	(192,555)
Stock-based compensation expense				6,000		6,000
Balance at Mar. 31, 2023	$ 108	$ 264	$ 932	3,595,837	(3,707,451)	(110,310)
Balance, shares at Mar. 31, 2023	1,080,092	2,644,424	9,315,508
Balance at Dec. 31, 2023	$ 108	$ 264	$ 974	3,606,295	(3,983,258)	(375,617)
Balance, shares at Dec. 31, 2023	1,080,092	2,644,424	9,735,508
Conversion of notes payable			$ 48	11,952		12,000
Conversion of notes payable, shares			480,000
Net loss					(18,525)	(18,525)
Balance at Mar. 31, 2024	$ 108	$ 264	$ 1,022	$ 3,618,247	$ (4,001,783)	$ (382,142)
Balance, shares at Mar. 31, 2024	1,080,092	2,644,424	10,215,508

v3.24.1.1.u2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities
Net loss	$ (18,525)	$ (192,555)
Adjustments to reconcile net loss to net cash from operating activities:
Provision for doubtful accounts	(707)	(3,641)
Amortization	36,645	36,644
Amortization of debt and warrant issuance costs		37,277
Stock-based compensation		6,000
Changes in net assets and liabilities:
Accounts receivable	(58,800)	(24,864)
Inventory	(11,927)	24,541
Prepaid expenses and other current assets	417	(2,420)
Accounts payable	85,392	101,645
Other current liabilities	24,077	19,075
Cash flows from operating activities	56,572	1,702
Financing activities:
Proceeds from related-party borrowings	10,300
Repayments of loan borrowings	(51,525)	(87,317)
Cash flows from financing activities	(41,225)	(87,317)
Net change in cash	15,347	(85,615)
Cash and cash equivalents – beginning of year	51,582	178,694
Cash and cash equivalents - end of period	66,929	93,079
Supplemental disclosures of cash flow activity:
Cash paid for interest	7,117	11,127
Cash paid for taxes
Supplemental noncash investing and financing activity:
Debt and accrued interest converted to shares of common stock	$ 12,000

v3.24.1.1.u2

The Company	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Company	Note 1. The Company   QHSLab, Inc. (the “Company” or the “Registrant”) was incorporated in Delaware on September 1, 1983. In 2019, the Company became engaged in value-based healthcare, informatics and algorithmic personalized medicine including digital therapeutics, behavior based remote patient monitoring, chronic care and preventive medicine. On September 23, 2021, the Company changed its state of incorporation from Delaware to Nevada. On April 19, 2022, the Company changed its name to QHSLab, Inc.   The Company is a medical device technology and software-as-a-service (“SaaS”) company focused on enabling primary care physicians (“PCP’s”) to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic disease as well as provide preventive care through reimbursable procedures.

v3.24.1.1.u2

Going Concern	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 2. Going Concern   The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, is highly leveraged and has only recently begun to generate cash from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve increased positive cash flows and profitability and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. However, access to such funding may not be available on commercially reasonable terms, if at all. These condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

v3.24.1.1.u2

Basis of Presentation	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Note 3. Basis of Presentation   The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.   The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 2023 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end balance sheet data presented for comparative purposes was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period.   Accounting Policies   Use of Estimates: The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.     Principles of Consolidation: The condensed consolidated financial statements include the accounts of QHSLab, Inc. and its wholly owned subsidiaries USAQ Corporation, Inc., and Medical Practice Income, Inc. All significant inter-company balances and transactions have been eliminated.   Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. Cash and cash equivalents are maintained at banks believed to be stable, occasionally at amounts in excess of federally insured limits, which represents a concentration of credit risk. The Company has not experienced any losses on deposits of cash and cash equivalents to date.   Accounts Receivable: The Company extends unsecured credit to its customers on a regular basis. Management monitors the payments on outstanding balances and estimates future expected credit losses over the life of the receivables based on past experience, current information and forward-looking economic considerations and adjusts the reserve for uncollectible balances as necessary based on experience. The Company controls its credit risk related to accounts receivable through credit approvals and monitoring. The Company had no customers that generated 10% or more of its revenue during the three-month period ended March 31, 2024. As of March 31, 2024, two customers each comprised greater than 10% of the outstanding accounts receivable balance, one at 16.0% and the other at 11.1%.   Inventories: Inventories are stated at the lower of cost or estimated net realizable value, on a first-in, first-out, or FIFO, basis. The Company uses actual costs to determine its cost basis for inventories. Inventories consist of only finished goods.   Capitalized Software Development Costs: Software development costs for internal-use software are accounted for in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software. Development costs that are incurred during the application development stage begin to be capitalized when two criteria are met: (i) the preliminary project stage is completed and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases once the software is substantially complete and ready for its intended use. Costs incurred during the preliminary project stage of software development and post-implementation operating stages are expensed as incurred. Amortization is calculated on a straight-line basis over three years which is the estimated economic life of the software and is included in the cost of revenue on the condensed consolidated statements of operations.   The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets.   Capitalized software development costs for internal-use software net of accumulated amortization totaled $74,463 as of March 31, 2024 and $93,079 as of December 31, 2023. The Company completed testing of its internally-developed software application (“QHSLab platform”) at the end of the first quarter of 2022 and began to amortize the capitalized expenses on a straight-line basis over the useful life of the software. During each of the three-month periods ended March 31, 2024 and 2023, there was $18,616 of amortization recognized. There were no impairments recognized during the three-month period ended March 31, 2024 and the year ended December 31, 2023.   Intangible Assets: Intangible assets represent the value the Company paid to acquire assets including a trademark, patent and web domain on June 23, 2021. The allocation of the purchase price to each of these assets was determined based on ASC 805-50-30, Business Combination, Related Issues, Initial Measurement. These assets are accounted for in accordance with ASC 350-30, Intangibles, General Intangibles Other Than Goodwill. The cost of the assets is amortized over the remaining useful life of the assets as follows: Schedule of Indefinite-Lived Intangible Assets  U.S. Method Patent 13.4 years     Web Domain Indefinite life     Trademark Indefinite life   The estimated useful lives and carrying value of the assets are reviewed at least annually or whenever events or circumstances occur which may result in an impact to the value of the assets.     Convertible Notes Payable: The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts on an entity’s own equity. ASU 2020-06 removes the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features. It also removes certain settlement conditions that were required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation for convertible instruments. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.   Revenue Recognition: Pursuant to ASC Topic 606, Revenue from Contracts with Customers, or “ASC 606”, the Company recognizes revenue upon transfer of control of goods, in an amount that reflects the consideration that is expected to be received in exchange for those goods. The Company does not allow for the return of products and therefore does not establish an allowance for returns.   To determine the revenue to be recognized for transactions that the Company determines are within the scope of ASC 606, the Company follows the established five-step framework as follows:     (i) identify the contract(s) with a customer;   (ii) identify the performance obligations in the contract(s);   (iii) determine the transaction price;   (iv) allocate the transaction price to the performance obligations in the contract(s); and   (v) recognize revenue when (or as) the Company satisfies a performance obligation.   The Company sells allergy diagnostic-related products, immunotherapy treatments, and digital medicine services to physicians. Revenue is recognized once the Company satisfies its performance obligation which occurs at the point in time when title and possession of products have transitioned to the customer, typically upon delivery of the products or services.   The Company includes shipping and handling fees billed to customers in revenue.   The Company also generates revenue through Software-as-a-Service (SaaS) agreements whereby the Company provides physicians’ practices access to its proprietary internally-developed software that provides clinical decision support and patient monitoring. The agreements provide for either monthly or annual access to the software. The access to the system begins immediately and revenue is recognized over the agreement term.   The Company provides administrative, billing and clinical decision support services utilizing the Company’s internally-developed software. Revenue is recognized each month based on actual services provided during that month.   There are several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and disclosures. The Company elected to treat similar contracts as a portfolio of contracts, as allowed under ASC 606. The contracts that fall within the portfolio have the same terms and management has the expectation that the result will not be materially different from the consideration of each individual contract.   Research and Development: Research and development expense is primarily related to developing and improving methods related to the Company’s SaaS platform. Research and development expenses are expensed when incurred. For the three months ended March 31, 2024 and 2023, there was $42,638 and $63,547 of research and development expenses incurred, respectively.     Stock-based Compensation: The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. The standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date.   Earnings Per Common Share: Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options and warrants to purchase common stock (only if those options and warrants are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of March 31, 2024 or 2023.   Income Taxes: The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.   The Company has net operating loss carry forwards of $2,947,608 which begin to expire in 2026. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization.   Recently Issued Accounting Standards   In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to expand disclosures, on an annual and interim basis, about reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. ASU 2023-07 is to be applied retrospectively to all prior periods presented in the financial statements with an effective date for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently in the process of evaluating the effects of this pronouncement on its related disclosures.   In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on it related disclosures.   This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures.

v3.24.1.1.u2

Accounts Receivable	3 Months Ended
	Mar. 31, 2024
Credit Loss [Abstract]
Accounts Receivable	Note 4. Accounts Receivable   Accounts receivable is recorded in the condensed consolidated balance sheets when customers are invoiced for revenue to be collected and there is an unconditional right to receive payment. Timing of revenue recognition may differ from the timing of invoicing customers resulting in deferred revenue until the Company satisfies its performance obligation.   Accounts receivable is presented net of an allowance for doubtful accounts that represents future expected credit losses over the life of the receivables based on past experience, current information and forward-looking economic considerations. The beginning and ending balances of accounts receivable, net of allowance, are as follows: Schedule of Accounts Receivable      March 31, 2024     December 31, 2023   Accounts receivable   $ 148,628     $ 89,827   Allowance for doubtful accounts     (17,739 )     (18,445 ) Accounts receivable, net   $ 130,889     $ 71,382

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Capitalized Software and Intangible Assets	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Capitalized Software and Intangible Assets	Note 5. Capitalized Software and Intangible Assets   Non-current assets consist of the following at March 31, 2024 and December 31, 2023: Schedule of Intangible Assets       Estimated Useful Life (in years)   March 31, 2024     December 31, 2023   Capitalized software   3.0   $ 223,390     $ 223,390   Accumulated amortization         (148,927 )     (130,311 ) Capitalized software, net       $ 74,463     $ 93,079   Intangible Assets:                     U.S. Method Patent   13.4   $ 967,500     $ 967,500   Web Domain   N/A     161,250       161,250   Trademark   N/A     483,750       483,750   Total Intangible assets       $ 1,612,500     $ 1,612,500   Accumulated amortization         (198,308 )     (180,279 ) Intangible assets, net       $ 1,414,192     $ 1,432,221     Capitalized software represents the development costs for the Company’s internal-use QHSLab platform software. The Company completed testing of its QHSLab platform software application at the end of the first quarter of 2022 and began to amortize the capitalized expenses on a straight-line basis over the useful life of the software. During the three months ended March 31, 2024 and 2023 there was $18,616 of amortization expense. Amortization related to the QHSLab platform is recorded within cost of revenue on the Company’s condensed consolidated statements of operations. There were no impairments recognized during the three-month period ended March 31, 2024 and the year ended December 31, 2023.   The intangible assets represent the value the Company paid to acquire the trademark “AllergiEnd”, the web domain “AllergiEnd.com” along with the U.S. Method Patent registration relating to the allergy testing kit and related materials the Company distributes to physician clients. The Company acquired the intangible assets from MedScience Research Group as of June 23, 2021 for total consideration of $1,612,500 which was financed through a combination of restricted stock and a promissory note. The allocation of the purchase price to each of these assets was determined based on ASC 805-50-30, Business Combination, Related Issues, Initial Measurement. The assets are being amortized over their useful lives beginning July 1, 2021. The Trademark and Web Domain are determined to have an indefinite life and will be tested annually for impairment in accordance with ASC 350-30-35, Intangibles, General Intangibles Other Than Goodwill. There was $18,028 of amortization expense during each of the quarters ended March 31, 2024 and 2023.   The Company evaluates intangible assets with infinite lives for impairment at least annually and evaluates intangible assets with finite lives when events or circumstances indicate an impairment may exist. No impairments or changes in useful lives were recognized during the three-month period ended March 31, 2024 and the year ended December 31, 2023.

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Loans Payable	3 Months Ended
	Mar. 31, 2024
Loans Payable
Loans Payable	Note 6. Loans Payable   On June 23, 2021, the Company entered into a purchase agreement to acquire certain assets from MedScience Research Group, Inc (“MedScience”) (See Note 5 for additional information). As part of that purchase agreement, the Company issued a Promissory Note with a principal sum of $750,000. The principal, along with associated interest, are being paid in 36 equal monthly installments that began in July 2021. The Company has deferred certain principal payments and MedScience has indicated that it would forbear taking any action but reserves all of its rights under its agreement. The most recent notice of forbearance was received on February 19, 2024. The combined principal due along with accrued interest as of March 31, 2024 is $405,437 and as of December 31, 2023 was $396,138.   On October 5, 2023, the Company entered into a fixed-fee short-term loan with its merchant bank and received $226,700 in loan proceeds. The loan is repaid by the merchant bank withholding an agreed-upon percentage of payments they process on behalf of the Company with a minimum of $28,463 paid every 60 days. The loan payable is due in April 2025. As of March 31, 2024 and December 31, 2023, the loan balance was $122,567 and $174,092, respectively, and is all recorded in current liabilities on the condensed consolidated balance sheets.

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Convertible Notes Payable	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Convertible Notes Payable	Note 7. Convertible Notes Payable   Convertible notes payable at March 31, 2024 and December 31, 2023 consist of the following: Schedule of Convertible Notes Payable      March 31, 2024     December 31, 2023   Note 1 – Shareholder   $ 100,000     $ 100,000   Note 2 – Mercer Note     683,500       695,500   Note 3 – Mercer Note #2     440,000       440,000   Convertible notes payable     1,223,500       1,235,500   Debt discount and issuance costs     -       -   Total convertible notes payable, net     1,223,500       1,235,500   Less: current portion     1,223,500       1,235,500   Non-current portion   $ -     $ -     Note 1 – Effective May 7, 2021, the Company issued a Convertible Promissory Note in the principal amount of $100,000 to a shareholder (Note 1), the terms and conditions of which may not be indicative of what a third-party investor may agree to. The Note bears interest at the rate of 10% per annum and matures on September 30, 2022 (the “Maturity Date”) at which date all outstanding principal and accrued and unpaid interest are due and payable. On October 1, 2022, the Maturity Date of Note 1 was extended to December 31, 2023 and further extended to December 31, 2024 during the quarter ended March 31, 2024. The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of common shares at a conversion price equal to the greater of a 25% discount to the 15-day average market price of the Company’s common stock or $0.50. The principal and interest accrued are convertible at any time through the maturity date of December 31, 2024 at the option of the holder using the same conversion calculation. As of March 31, 2024 and December 31, 2023, this note had $29,014 and $26,521, respectively, of accrued interest, which is included within other current liabilities on the condensed consolidated balance sheets.   Note 2 – Effective August 10, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which it issued to the investor an Original Issue Discount Secured Convertible Promissory Note (the “$806,000 Note”) in the principal amount of $806,000 and warrants to purchase 930,000 shares of the Company’s common stock for aggregate consideration of $750,000. In addition, pursuant to the Purchase Agreement the Company entered into a Registration Rights Agreement with the investor.   The principal amount of the $806,000 Note and all interest accrued thereon is payable on August 10, 2022, and is secured by a lien on substantially all of the Company’s assets. The $806,000 Note provides for interest at the rate of 5% per annum, payable at maturity, and is convertible into common stock at a price of $0.65 per share. In addition to customary anti-dilution adjustments upon the occurrence of certain corporate events, the $806,000 Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the $806,000 Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such stock or common stock equivalents were sold.   On November 11, 2021, Mercer Street Global Opportunity Fund, LLC (“Mercer Fund”), converted $50,000 of the principal amount of the $806,000 Note, into 76,923 shares of the Company’s common stock at a price of $0.65 per share.   The 930,000 Warrants are initially exercisable for a period of three years at a price of $1.25 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the $806,000 Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided in the Registration Rights Agreement. The Warrants may be exercised by means of a “cashless exercise” if at any time the shares issuable upon exercise of the Warrant are not covered by an effective registration statement.   As a result of the issuance of a $440,000 Original Issue Discount Secured Convertible Promissory Note effective July 19, 2022, (Note 3) convertible into shares of the Company’s common stock at a price of $0.20 per share, the price at which the $806,000 Note may be converted into shares of the Company’s common stock has been reduced to $0.20 per share. On July 27, 2022, Mercer Fund converted $50,000 of the principal amount of the $806,000 Note into 250,000 shares of the Company’s common stock at a price of $0.20 per share.   On October 5, 2023, at the request of Mercer Fund, the Company agreed to reduce the conversion price with respect to $10,500 of the amounts payable pursuant to the $806,000 Note to two and one-half ($0.025) cents per share. The balance of the amounts payable pursuant to the $806,000 Note remain convertible into shares of common stock of the Company at a price of twenty ($0.20) cents per share.   On March 4, 2024, at the request of Mercer Fund, the Company agreed to reduce the conversion price with respect to $12,000 of the amounts payable pursuant to the $806,000 Note to two and one-half ($0.025) cents per share. The balance of the amounts payable pursuant to the $806,000 Note remain convertible into shares of common stock of the Company at a price of twenty ($0.20) cents per share.   On February 19, 2024, the Company received the most recent notice from the manager of Mercer Fund of its agreement to forbear from the exercise of any rights it might have as a result of any defaults under the $806,000 Note and the related documents between the Company and the Mercer Fund, provided that the Mercer Fund reserved all of its rights under such agreements. The $806,000 Note continues to accrue interest at 5%.   As of March 31, 2024, all original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, have been recognized. The remaining principal balance of $683,500, along with associated interest, is recorded with current liabilities on the Company’s condensed consolidated balance sheets. As of March 31, 2024, the $806,000 Note had $95,970 of accrued interest, total unamortized debt issuance costs of $0, including the Warrant and the remaining discount. As of December 31, 2023, the $806,000 Note had $87,344 of accrued interest, total unamortized debt issuance costs of $0, including the Warrant and the remaining discount.     Note 3 – Effective July 19, 2022, the Company entered into a Securities Purchase Agreement with Mercer Fund pursuant to which it issued an Original Issue Discount Secured Convertible Promissory Note (the “$440,000 Note”) in the principal amount of $440,000 and warrants to purchase 550,000 shares of the Company’s common stock for aggregate consideration of $400,000. In addition, pursuant to the Purchase Agreement the Company entered into a Registration Rights Agreement with Mercer Fund.   The principal amount of the $440,000 Note and all interest accrued thereon is payable on July 19, 2023, and are secured by a lien on substantially all of the Company’s assets. The $440,000 Note provides for interest at the rate of 5% per annum, payable at maturity, and is convertible into common stock at a price of $0.20 per share. In addition to customary anti-dilution adjustments upon the occurrence of certain corporate events, the $440,000 Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the $440,000 Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such stock or common stock equivalents were sold.   The $440,000 Note provides for various events of default similar to those provided for in similar transactions, including the failure to timely pay amounts due thereunder. The $440,000 Note provides further that the Company will be liable to the Mercer Fund for various amounts, including the cost of a buy-in, if the Company shall default in its obligation to register the shares issuable upon conversion of the $440,000 Note for sale by the Mercer Fund under the Securities Act or otherwise fails to facilitate Buyer’s sale of the shares issuable upon conversion of the $440,000 Note as required by the terms of the $440,000 Note.   On February 19, 2024 the Company received the most recent notice from the manager of the Mercer Fund, LLC that it agreed to forbear from exercising any rights it might have as a result of any defaults under the $440,000 Note and the related documents between the Company and the Fund, provided that it reserved all of its rights.   The 550,000 Warrants are initially exercisable for a period of three years at a price of $0.50 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the $440,000 Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided in the Registration Rights Agreement. The Warrants may be exercised by means of a “cashless exercise” if at any time the shares issuable upon exercise of the Warrant are not covered by an effective registration statement.   The Registration Rights Agreement requires the Company to file with the Securities and Exchange Commission within 60 days following the closing of the issuance of the $440,000 Note, a registration statement (the “Registration Statement”) with respect to all shares which may be acquired upon conversion of the $440,000 Note and exercise of the Warrant (the “Registrable Securities”) and to cause the Registration Statement to be declared effective no later than 90 days after the date of the issuance of the $440,000 Note, provided, that if the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall cause the Registration Statement to be declared effective on the fifth trading day following the date on which the Company is so notified. The Company is to cause the Registration Statement to remain continuously effective until all Registrable Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or are otherwise not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act.   The Company accounts for the allocation of its issuance costs related to its Warrants in accordance with ASC 470-20, Debt with Conversion and Other Options. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The Company used the relative fair value at the time of issuance to allocate the value received between the convertible note and the warrants.   The Company estimated the fair value of the Warrants utilizing the Black-Scholes pricing model, which is dependent upon several assumptions such as the expected term of the Warrants, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected term and expected dividend yield rate over the expected term. The Company believes this valuation methodology is appropriate for estimating the fair value of warrants. The value allocated to the relative fair value of the Warrants was recorded as debt issuance costs and additional paid in capital.     The principal, net of the original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, which are being recognized over the life of the $440,000 Note, along with associated interest, is recorded with current liabilities on the Company’s condensed consolidated balance sheets. As of March 31, 2024, the $440,000 Note had $37,249 of accrued interest, total unamortized debt issuance costs of $0, including the Warrant value and the remaining discount. As of December 31, 2023, the $440,000 Note had $31,764 of accrued interest, total unamortized debt issuance costs of $0, including the Warrant value and the discount.

v3.24.1.1.u2

Preferred Stock	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Preferred Stock	Note 8. Preferred Stock   Issuance of Series A Preferred Stock   The shares of Series A Preferred Stock have a stated value of $0.25 per share and are initially convertible into shares of common stock at a price of $0.05 per share (subject to adjustment upon the occurrence of certain events). The Series A Preferred Stock does not accrue dividends and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote.   Issuance of Series A-2 Preferred Stock   The shares of Series A-2 Preferred Stock have a stated value of $0.16 per share and are convertible into shares of common stock at a price of $0.16 per share (subject to adjustment upon the occurrence of certain events). The rights of holders of the Company’s common stock with respect to the payment of dividends and upon liquidation are junior in right of payment to holders of the Series A-2 Convertible Preferred Shares. The rights of the holders of the Company’s Series A-2 Preferred Shares are pari passu to the rights of the holders of the Company’s Series A Preferred Shares currently outstanding.   Holders of the Series A-2 Convertible Preferred Stock will vote on an as converted basis with the holders of the Company’s common stock and Series A Preferred Shares as to all matters to be voted on by the holders of the common stock. Each Series A-2 Preferred Share shall be entitled to a number of votes equal to five times the number of shares of common stock into which it is then convertible on the applicable record date.

v3.24.1.1.u2

Loss Per Common Share	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Loss Per Common Share	Note 9. Loss Per Common Share   The Company calculates net loss per common share in accordance with ASC 260, Earnings Per Share. Basic and diluted net loss per common share were determined by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive shares, which include outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the quarters ended March 31, 2024 and 2023 as the result would be anti-dilutive. Schedule of Anti-dilutive Securities Excluded from Calculation of Earning Per Share      2024     2023       Three Months Ended March 31,       2024     2023   Stock options     1,100,000       1,100,000   Stock warrants     1,480,000       1,560,747   Total shares excluded from calculation     2,580,000       2,660,747   Antidilutive securities     2,580,000       2,660,747

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Stock-based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	Note 10. Stock-based Compensation   During the three-month periods ended March 31, 2024 and 2023, there was $0 and $6,000, respectively, in stock-based compensation associated with stock options included in research and development expense.   There were no options exercised, forfeited or cancelled during the period. During the three-month periods ended March 31, 2024 and 2023 there were no options granted.   As of March 31, 2023, all compensation related to 1,100,000 outstanding options has been recognized. The options were expensed over the vesting period for each Advisor.     Options outstanding at March 31, 2024 consist of: Schedule of Options Outstanding and Exercisable  Date Issued   Number Outstanding     Number Exercisable     Exercise Price     Expiration Date March 12, 2020     500,000       500,000     $ 0.40     March 12, 2025 June 27, 2020     150,000       150,000     $ 0.40     June 27, 2025 January 1, 2021     450,000       450,000     $ 0.65     December 31, 2025 Total     1,100,000       1,100,000                 Warrants outstanding at March 31, 2024 consist of: Schedule of Warrants Outstanding and Exercisable  Date Issued   Number Outstanding     Number Exercisable     Exercise Price     Expiration Date August 10, 2021     930,000       930,000     $ 1.25     August 9, 2024 July 19, 2022     550,000       550,000     $ 0.50     July 18, 2025 Total     1,480,000       1,480,000                 During the quarter ended March 31, 2024, 14,854 outstanding warrants expired.

v3.24.1.1.u2

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 11. Related Party Transactions   Due to Related Parties: Amounts due to related parties consist of cash advances received from our principal shareholder, bear no interest and are due on demand. These terms and conditions of which may not be indicative of what a third-party investor may agree to. As of March 31, 2024 and December 31, 2023 amounts due to related-parties totaled $13,536 and $3,236, respectively and are included in other current liabilities on the Company’s condensed consolidated balance sheets.   Convertible notes payable, related party: See Note 7.

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Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Note 12. Income Taxes   For the three-month period ended March 31, 2024 and the year ended December 31, 2023, the Company did not record a tax provision as the Company did not earn any taxable income in either period and maintains a full valuation allowance against its net deferred tax assets.

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Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 13. Commitments and Contingencies   There are no pending or threatened legal proceedings as of March 31, 2024. The Company has no non-cancellable operating leases.

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Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 14. Subsequent Events   Management has evaluated subsequent events through the date of this filing.

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Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates: The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Principles of Consolidation	Principles of Consolidation: The condensed consolidated financial statements include the accounts of QHSLab, Inc. and its wholly owned subsidiaries USAQ Corporation, Inc., and Medical Practice Income, Inc. All significant inter-company balances and transactions have been eliminated.
Cash and Cash Equivalents	Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. Cash and cash equivalents are maintained at banks believed to be stable, occasionally at amounts in excess of federally insured limits, which represents a concentration of credit risk. The Company has not experienced any losses on deposits of cash and cash equivalents to date.
Accounts Receivable	Accounts Receivable: The Company extends unsecured credit to its customers on a regular basis. Management monitors the payments on outstanding balances and estimates future expected credit losses over the life of the receivables based on past experience, current information and forward-looking economic considerations and adjusts the reserve for uncollectible balances as necessary based on experience. The Company controls its credit risk related to accounts receivable through credit approvals and monitoring. The Company had no customers that generated 10% or more of its revenue during the three-month period ended March 31, 2024. As of March 31, 2024, two customers each comprised greater than 10% of the outstanding accounts receivable balance, one at 16.0% and the other at 11.1%.
Inventories	Inventories: Inventories are stated at the lower of cost or estimated net realizable value, on a first-in, first-out, or FIFO, basis. The Company uses actual costs to determine its cost basis for inventories. Inventories consist of only finished goods.
Capitalized Software Development Costs	Capitalized Software Development Costs: Software development costs for internal-use software are accounted for in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software. Development costs that are incurred during the application development stage begin to be capitalized when two criteria are met: (i) the preliminary project stage is completed and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases once the software is substantially complete and ready for its intended use. Costs incurred during the preliminary project stage of software development and post-implementation operating stages are expensed as incurred. Amortization is calculated on a straight-line basis over three years which is the estimated economic life of the software and is included in the cost of revenue on the condensed consolidated statements of operations.   The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets.   Capitalized software development costs for internal-use software net of accumulated amortization totaled $74,463 as of March 31, 2024 and $93,079 as of December 31, 2023. The Company completed testing of its internally-developed software application (“QHSLab platform”) at the end of the first quarter of 2022 and began to amortize the capitalized expenses on a straight-line basis over the useful life of the software. During each of the three-month periods ended March 31, 2024 and 2023, there was $18,616 of amortization recognized. There were no impairments recognized during the three-month period ended March 31, 2024 and the year ended December 31, 2023.
Intangible Assets	Intangible Assets: Intangible assets represent the value the Company paid to acquire assets including a trademark, patent and web domain on June 23, 2021. The allocation of the purchase price to each of these assets was determined based on ASC 805-50-30, Business Combination, Related Issues, Initial Measurement. These assets are accounted for in accordance with ASC 350-30, Intangibles, General Intangibles Other Than Goodwill. The cost of the assets is amortized over the remaining useful life of the assets as follows: Schedule of Indefinite-Lived Intangible Assets  U.S. Method Patent 13.4 years     Web Domain Indefinite life     Trademark Indefinite life   The estimated useful lives and carrying value of the assets are reviewed at least annually or whenever events or circumstances occur which may result in an impact to the value of the assets.
Convertible Notes Payable	Convertible Notes Payable: The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts on an entity’s own equity. ASU 2020-06 removes the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features. It also removes certain settlement conditions that were required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation for convertible instruments. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.
Revenue Recognition	Revenue Recognition: Pursuant to ASC Topic 606, Revenue from Contracts with Customers, or “ASC 606”, the Company recognizes revenue upon transfer of control of goods, in an amount that reflects the consideration that is expected to be received in exchange for those goods. The Company does not allow for the return of products and therefore does not establish an allowance for returns.   To determine the revenue to be recognized for transactions that the Company determines are within the scope of ASC 606, the Company follows the established five-step framework as follows:     (i) identify the contract(s) with a customer;   (ii) identify the performance obligations in the contract(s);   (iii) determine the transaction price;   (iv) allocate the transaction price to the performance obligations in the contract(s); and   (v) recognize revenue when (or as) the Company satisfies a performance obligation.   The Company sells allergy diagnostic-related products, immunotherapy treatments, and digital medicine services to physicians. Revenue is recognized once the Company satisfies its performance obligation which occurs at the point in time when title and possession of products have transitioned to the customer, typically upon delivery of the products or services.   The Company includes shipping and handling fees billed to customers in revenue.   The Company also generates revenue through Software-as-a-Service (SaaS) agreements whereby the Company provides physicians’ practices access to its proprietary internally-developed software that provides clinical decision support and patient monitoring. The agreements provide for either monthly or annual access to the software. The access to the system begins immediately and revenue is recognized over the agreement term.   The Company provides administrative, billing and clinical decision support services utilizing the Company’s internally-developed software. Revenue is recognized each month based on actual services provided during that month.   There are several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and disclosures. The Company elected to treat similar contracts as a portfolio of contracts, as allowed under ASC 606. The contracts that fall within the portfolio have the same terms and management has the expectation that the result will not be materially different from the consideration of each individual contract.
Research and Development	Research and Development: Research and development expense is primarily related to developing and improving methods related to the Company’s SaaS platform. Research and development expenses are expensed when incurred. For the three months ended March 31, 2024 and 2023, there was $42,638 and $63,547 of research and development expenses incurred, respectively.
Stock-based Compensation	Stock-based Compensation: The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based compensation. The standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date.
Earnings Per Common Share	Earnings Per Common Share: Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options and warrants to purchase common stock (only if those options and warrants are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of March 31, 2024 or 2023.
Income Taxes	Income Taxes: The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.   The Company has net operating loss carry forwards of $2,947,608 which begin to expire in 2026. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization.
Recently Issued Accounting Standards	Recently Issued Accounting Standards   In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to expand disclosures, on an annual and interim basis, about reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. ASU 2023-07 is to be applied retrospectively to all prior periods presented in the financial statements with an effective date for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently in the process of evaluating the effects of this pronouncement on its related disclosures.   In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on it related disclosures.   This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures.

v3.24.1.1.u2

Basis of Presentation (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of Indefinite-Lived Intangible Assets	Schedule of Indefinite-Lived Intangible Assets  U.S. Method Patent 13.4 years     Web Domain Indefinite life     Trademark Indefinite life

v3.24.1.1.u2

Accounts Receivable (Tables)	3 Months Ended
	Mar. 31, 2024
Credit Loss [Abstract]
Schedule of Accounts Receivable	Schedule of Accounts Receivable      March 31, 2024     December 31, 2023   Accounts receivable   $ 148,628     $ 89,827   Allowance for doubtful accounts     (17,739 )     (18,445 ) Accounts receivable, net   $ 130,889     $ 71,382

v3.24.1.1.u2

Capitalized Software and Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Non-current assets consist of the following at March 31, 2024 and December 31, 2023: Schedule of Intangible Assets       Estimated Useful Life (in years)   March 31, 2024     December 31, 2023   Capitalized software   3.0   $ 223,390     $ 223,390   Accumulated amortization         (148,927 )     (130,311 ) Capitalized software, net       $ 74,463     $ 93,079   Intangible Assets:                     U.S. Method Patent   13.4   $ 967,500     $ 967,500   Web Domain   N/A     161,250       161,250   Trademark   N/A     483,750       483,750   Total Intangible assets       $ 1,612,500     $ 1,612,500   Accumulated amortization         (198,308 )     (180,279 ) Intangible assets, net       $ 1,414,192     $ 1,432,221

v3.24.1.1.u2

Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Convertible Notes Payable	Convertible notes payable at March 31, 2024 and December 31, 2023 consist of the following: Schedule of Convertible Notes Payable      March 31, 2024     December 31, 2023   Note 1 – Shareholder   $ 100,000     $ 100,000   Note 2 – Mercer Note     683,500       695,500   Note 3 – Mercer Note #2     440,000       440,000   Convertible notes payable     1,223,500       1,235,500   Debt discount and issuance costs     -       -   Total convertible notes payable, net     1,223,500       1,235,500   Less: current portion     1,223,500       1,235,500   Non-current portion   $ -     $ -

v3.24.1.1.u2

Loss Per Common Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of Anti-dilutive Securities Excluded from Calculation of Earning Per Share	Schedule of Anti-dilutive Securities Excluded from Calculation of Earning Per Share      2024     2023       Three Months Ended March 31,       2024     2023   Stock options     1,100,000       1,100,000   Stock warrants     1,480,000       1,560,747   Total shares excluded from calculation     2,580,000       2,660,747   Antidilutive securities     2,580,000       2,660,747

v3.24.1.1.u2

Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Options Outstanding and Exercisable	Options outstanding at March 31, 2024 consist of: Schedule of Options Outstanding and Exercisable  Date Issued   Number Outstanding     Number Exercisable     Exercise Price     Expiration Date March 12, 2020     500,000       500,000     $ 0.40     March 12, 2025 June 27, 2020     150,000       150,000     $ 0.40     June 27, 2025 January 1, 2021     450,000       450,000     $ 0.65     December 31, 2025 Total     1,100,000       1,100,000
Schedule of Warrants Outstanding and Exercisable	Warrants outstanding at March 31, 2024 consist of: Schedule of Warrants Outstanding and Exercisable  Date Issued   Number Outstanding     Number Exercisable     Exercise Price     Expiration Date August 10, 2021     930,000       930,000     $ 1.25     August 9, 2024 July 19, 2022     550,000       550,000     $ 0.50     July 18, 2025 Total     1,480,000       1,480,000

v3.24.1.1.u2

Schedule of Indefinite-Lived Intangible Assets (Details)	3 Months Ended
	Mar. 31, 2024
Web Domain [Member]
Finite-Lived Intangible Assets [Line Items]
Impaired intangible asset	Indefinite life
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Impaired intangible asset	Indefinite life
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, amortization method	13 years 4 months 24 days

v3.24.1.1.u2

Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Product Information [Line Items]
Capitalized software development costs	$ 74,463		$ 93,079
Amortization recognized	18,616	$ 18,616
Impairments recognized	0		$ 0
Research and development expense	42,638	$ 63,547
Operating loss carryforwards	$ 2,947,608
Net operating losses carryforwards, expire date	begin to expire in 2026
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member]
Product Information [Line Items]
Concentration risk percentage	16.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member]
Product Information [Line Items]
Concentration risk percentage	11.10%

v3.24.1.1.u2

Schedule of Accounts Receivable (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Credit Loss [Abstract]
Accounts receivable	$ 148,628	$ 89,827
Allowance for doubtful accounts	(17,739)	(18,445)
Accounts receivable, net	$ 130,889	$ 71,382

v3.24.1.1.u2

Schedule of Intangible Assets (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Capitalized software	$ 223,390	$ 223,390
Accumulated amortization	(148,927)	(130,311)
Capitalized software, net	74,463	93,079
Intangible Assets:
Total Intangible assets	1,612,500	1,612,500
Accumulated amortization	(198,308)	(180,279)
Intangible assets, net	$ 1,414,192	1,432,221
Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, amortization method	3 years
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, amortization method	13 years 4 months 24 days
Intangible Assets:
Total Intangible assets	$ 967,500	967,500
Web Domain [Member]
Intangible Assets:
Total Intangible assets	161,250	161,250
Trademarks [Member]
Intangible Assets:
Total Intangible assets	$ 483,750	$ 483,750

v3.24.1.1.u2

Capitalized Software and Intangible Assets (Details Narrative) - USD ($)		3 Months Ended		12 Months Ended
	Jun. 23, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization recognized		$ 18,616	$ 18,616
Impairments recognized		0		$ 0
Acquired intangible assets	$ 1,612,500
Amortization		$ 18,028	$ 18,028

v3.24.1.1.u2

Loans Payable (Details Narrative) - USD ($)	Oct. 05, 2023	Mar. 31, 2024	Dec. 31, 2023	Jun. 23, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt default long term debt amount		$ 405,437	$ 396,138
Proceeds from loan	$ 226,700
Payments for loan	$ 28,463
Loan payable		$ 122,567	$ 174,092
Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument face amount				$ 750,000

v3.24.1.1.u2

Schedule of Convertible Notes Payable (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Aug. 10, 2023	Jul. 19, 2023	Aug. 10, 2022
Short-Term Debt [Line Items]
Convertible notes payable	$ 1,223,500	$ 1,235,500
Debt discount and issuance costs
Total convertible notes payable, net	1,223,500	1,235,500
Less: current portion	1,223,500	1,235,500
Non-current portion
Convertible Notes Payable One [Member] | Note 1 – Shareholder [Member]
Short-Term Debt [Line Items]
Convertible notes payable	100,000	100,000
Convertible Notes Payable Two [Member] | Note 2 – Mercer Note [Member]
Short-Term Debt [Line Items]
Convertible notes payable	683,500	695,500
Convertible Notes Payable Three [Member] | Note 3 – Mercer Note #2 [Member]
Short-Term Debt [Line Items]
Convertible notes payable	440,000	440,000
Total convertible notes payable, net	$ 440,000	$ 440,000	$ 806,000	$ 440,000	$ 806,000

v3.24.1.1.u2

Convertible Notes Payable (Details Narrative) - USD ($)									3 Months Ended
	Mar. 04, 2024	Feb. 19, 2024	Oct. 05, 2023	Jul. 27, 2022	Jul. 19, 2022	Nov. 11, 2021	Aug. 10, 2021	May 07, 2021	Mar. 31, 2024	Dec. 31, 2023	Aug. 10, 2023	Jul. 19, 2023	Aug. 10, 2022	Jul. 19, 2021
Short-Term Debt [Line Items]
Convertible notes payable									$ 1,223,500	$ 1,235,500
Debt instrument convertible conversion price per share	$ 0.025		$ 0.025
Conversion of notes payable									12,000
Increase decrease in conversion price	$ 12,000		$ 10,500
Conversion price	$ 806,000		$ 806,000
Conversion per share price	$ 0.20		$ 0.20
Exercise value		$ 440,000
Note 2 – Mercer Note [Member] | Securities Purchase Agreement [Member] | Mercer Street Global Opportunity Fund LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, principal amount		806,000				$ 806,000
806,000 Note [Member] | Securities Purchase Agreement [Member] | Mercer Street Global Opportunity Fund LLC [Member]
Short-Term Debt [Line Items]
Debt instrument convertible conversion price per share						$ 0.65
Conversion of notes payable						$ 50,000
Conversion of notes payable, shares						76,923
Convertible Notes Payable One [Member] | Note 1 – Shareholder [Member]
Short-Term Debt [Line Items]
Debt instrument, principal amount								$ 100,000
Debt instrument interest rate stated percentage								10.00%
Debt instrument, maturity date								Sep. 30, 2022
Debt instrument, description								The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of common shares at a conversion price equal to the greater of a 25% discount to the 15-day average market price of the Company’s common stock or $0.50. The principal and interest accrued are convertible at any time through the maturity date of December 31, 2024 at the option of the holder using the same conversion calculation
Interest payable, current									29,014	26,521
Convertible Notes Payable Three [Member] | Note 2 – Mercer Note [Member] | Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument, principal amount		$ 806,000		$ 806,000			$ 806,000		806,000	806,000
Debt instrument interest rate stated percentage		5.00%
Number of securities called by warrants or rights						930,000	930,000
Proceeds from warrant exercises							$ 750,000
Warrants term						3 years
Exercise price of warrants or rights						$ 1.25
Convertible Notes Payable Three [Member] | Note 2 – Mercer Note [Member] | Securities Purchase Agreement [Member] | Mercer Street Global Opportunity Fund LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, principal amount				$ 50,000					683,500
Interest payable, current									95,970	87,344
Debt instrument convertible conversion price per share				$ 0.20
Conversion of notes payable, shares				250,000
Debt issuance costs									0	0
Convertible Notes Payable Three [Member] | Note 3 – Mercer Note #2 [Member]
Short-Term Debt [Line Items]
Convertible notes payable									440,000	440,000	$ 806,000	$ 440,000	$ 806,000
Convertible Notes Payable Four [Member] | Note 3 – Mercer Note #2 [Member] | Securities Purchase Agreement [Member] | Mercer Street Global Opportunity Fund LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, principal amount					$ 440,000
Debt instrument interest rate stated percentage					5.00%								5.00%
Interest payable, current									37,249	31,764
Proceeds from warrant exercises					$ 400,000
Debt instrument convertible conversion price per share					$ 0.20								$ 0.65
Exercise price of warrants or rights					$ 0.50
Warrants issued to purchase of common stock					550,000
Total unamortized debt issuance costs									$ 0	$ 0
Convertible Notes Payable [Member] | Note 2 – Mercer Note [Member] | Mercer Street Global Opportunity Fund LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, principal amount														$ 806,000

v3.24.1.1.u2

Preferred Stock (Details Narrative) - $ / shares	Dec. 30, 2021	Mar. 31, 2024	Mar. 04, 2024	Dec. 31, 2023	Oct. 05, 2023	Jun. 21, 2021
Class of Stock [Line Items]
Debt instrument convertible conversion price per share			$ 0.025		$ 0.025
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock stated value		$ 0.0001		$ 0.0001		$ 0.25
Debt instrument convertible conversion price per share						$ 0.05
Series A-2 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stok stated value	$ 0.16
Number of shares convertible into common stock price per share	$ 0.16

v3.24.1.1.u2

Schedule of Anti-dilutive Securities Excluded from Calculation of Earning Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	2,580,000	2,660,747
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	1,100,000	1,100,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	1,480,000	1,560,747

v3.24.1.1.u2

Schedule of Options Outstanding and Exercisable (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number Outstanding		1,100,000
Option One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Date Issued	Mar. 12, 2020
Number Outstanding	500,000
Number Exercisable	500,000
Exercise Price	$ 0.40
Expiration Date	Mar. 12, 2025
Option Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Date Issued	Jun. 27, 2020
Number Outstanding	150,000
Number Exercisable	150,000
Exercise Price	$ 0.40
Expiration Date	Jun. 27, 2025
Option Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Date Issued	Jan. 01, 2021
Number Outstanding	450,000
Number Exercisable	450,000
Exercise Price	$ 0.65
Expiration Date	Dec. 31, 2025
Options Held [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number Outstanding	1,100,000
Number Exercisable	1,100,000

v3.24.1.1.u2

Schedule of Warrants Outstanding and Exercisable (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Warrant One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Date Issued	Aug. 10, 2021
Number Outstanding	930,000
Number Exercisable	930,000
Exercise Price | $ / shares	$ 1.25
Expiration Date	Aug. 09, 2024
Warrant Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Date Issued	Jul. 19, 2022
Number Outstanding	550,000
Number Exercisable	550,000
Exercise Price | $ / shares	$ 0.50
Expiration Date	Jul. 18, 2025
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number Outstanding	1,480,000
Number Exercisable	1,480,000

v3.24.1.1.u2

Stock-based Compensation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock based compensation		$ 6,000
Options granted	0	0
Outstanding options, shares		1,100,000
Warrants outstanding	14,854

v3.24.1.1.u2

Related Party Transactions (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Amount due to related parties	$ 230,967	$ 196,590
Related Party [Member]
Related Party Transaction [Line Items]
Amount due to related parties	$ 13,536	$ 3,236

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