Nexalin Technology (NXL) 10-K27 Mar 242023 FY Annual reportFinancial data

Company Profile

Cover

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 22, 2024	Jun. 30, 2023
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41507
Entity Registrant Name	NEXALIN TECHNOLOGY, INC.
Entity Central Index Key	0001527352
Entity Tax Identification Number	27-5566468
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1776 Yorktown
Entity Address, Address Line Two	Suite 550
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	(832)
Local Phone Number	260-0222
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 4,994,108
Entity Common Stock, Shares Outstanding		7,436,562
Documents Incorporated by Reference [Text Block]	List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (e) under the Securities Act of 1933. None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	New Jersey
Common stock, par value $0.001 per share
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	NXL
Security Exchange Name	NASDAQ
Warrants, exercisable for one share of Common Stock
Title of 12(b) Security	Warrants, exercisable for one share of Common Stock
Trading Symbol	NXLIW
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 580,230	$ 162,743
Short-term investments	2,368,203	6,831,192
Accounts receivable (Includes related party of $3,614 and $0, respectively)	9,369	4,875
Inventory	156,420	154,370
Prepaid expenses and other current assets	315,670	272,282
Total Current Assets	3,429,892	7,425,462
ROU Asset	496	6,171
Equipment, net of accumulated depreciation of $2,684 and $2,181, respectively		503
Intangible assets, net	105,528
Equity Method Investment	96,000
Total Assets	3,631,916	7,432,136
Current Liabilities:
Accounts payable (Includes related party of $0 and $260,000, respectively)	159,534	658,367
Accrued expenses	261,284	539,822
Lease liability, current portion	4,463	50,797
Loan payable - officer		200,000
Note payable		500,000
Total Current Liabilities	425,281	1,948,986
Long-term Liabilities:
Lease liability, net of current portion		4,463
Total Liabilities	425,281	1,953,449
Stockholders’ Equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 7,436,562 and 7,286,562 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	7,437	7,287
Accumulated other comprehensive income (loss)	(405)	36,313
Additional paid in capital	80,237,652	77,824,427
Accumulated deficit	(77,038,049)	(72,389,340)
Total Stockholders’ Equity	3,206,635	5,478,687
Total Liabilities and Stockholders’ Equity	$ 3,631,916	$ 7,432,136

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, related party	$ 3,614	$ 0
Accumulated depreciation	2,684	2,181
Accounts payable, related party	$ 0	$ 260,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,436,562	7,286,562
Common stock, shares outstanding	7,436,562	7,286,562

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues, net (Includes related party of $3,614 and $1,183,367 for the year ended December 31, 2023 and December 31, 2022, respectively)	$ 110,748	$ 1,321,357
Cost of revenues	25,688	363,212
Gross profit	85,060	958,145
Operating expenses:
Professional fees	574,598	605,329
Salaries and benefits	1,387,916	694,108
Selling, general and administrative	3,818,842	1,491,739
Total operating expenses	5,781,356	2,791,176
Loss from operations	(5,696,296)	(1,833,031)
Other income (expense), net:
Interest income (expense), net	(38,835)	(59,382)
Gain on sale of short-term investments	231,880
Other income	239,542	171,681
Gain on extinguishment of debt	615,000
Other income - PPP loan forgiveness		22,916
Total other income (expense), net	1,047,587	135,215
Net loss	(4,648,709)	(1,697,816)
Other comprehensive income (loss):
Unrealized gain (loss) from short-term investments	(36,718)	36,313
Comprehensive loss	$ (4,685,427)	$ (1,661,503)
Net loss per share attributable to common stockholders - Basic	$ (0.63)	$ (0.30)
Net loss per share attributable to common stockholders - Diluted	$ (0.63)	$ (0.30)
Weighted Average Shares Outstanding - Basic	7,357,029	5,572,402
Weighted Average Shares Outstanding - Diluted	7,357,029	5,572,402

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue from related parties	$ 3,614	$ 1,183,367

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock [Member]	AOCI Attributable to Parent [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 4,880		$ 69,004,703	$ (70,691,524)	$ (1,681,941)
Beginning balance, shares at Dec. 31, 2021	4,879,923
Stock issued for cash	$ 2,316		8,542,954		8,545,270
Stock issued for cash, shares	2,315,850
Stock compensation	$ 91		270,579		270,670
Stock compensation, shares	90,789
Related party foregone interest			2,718		2,718
Warrants issued for cash			3,473		3,473
Other comprehensive loss		36,313			36,313
Net loss				(1,697,816)	(1,697,816)
Ending balance, value at Dec. 31, 2022	$ 7,287	36,313	77,824,427	(72,389,340)	5,478,687
Ending balance, shares at Dec. 31, 2022	7,286,562
Stock compensation	$ 150		2,413,225		2,413,375
Stock compensation, shares	150,000
Other comprehensive loss		(36,718)			(36,718)
Net loss				(4,648,709)	(4,648,709)
Ending balance, value at Dec. 31, 2023	$ 7,437	$ (405)	$ 80,237,652	$ (77,038,049)	$ 3,206,635
Ending balance, shares at Dec. 31, 2023	7,436,562

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (4,648,709)	$ (1,697,816)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt		11,175
Stock compensation	2,413,375	270,670
Depreciation	503	535
Amortization	3,751	0
Forgiveness of interest expense		(168,361)
Forgivness of PPP Loan		(22,916)
Non-cash lease expense	5,675	5,188
Write off of inventory	5,762	19,892
Gain on sale of short-term investments	(231,880)
Extinguishment of debt - note payable	(615,000)
Changes in operating assets and liabilities:
Accounts receivable	(880)	253
Accounts receivable - related party	(3,614)
Prepaid assets	(43,388)	(229,114)
Inventory	(7,812)	(142,852)
Accounts payable - related party	(260,000)	(139,320)
Accounts payable	(238,833)	(46,107)
Accrued expenses	(163,538)	99,107
Deferred revenue		(130,000)
Lease liability	(50,797)	(46,033)
Net cash (used in) provided by operating activities	(3,835,384)	(2,215,699)
Cash flows from investing activities:
Sale of short-term investments	41,278,241
Purchase of short-term investments	(36,620,090)	(6,794,879)
Investment in Equity Method Investment	(96,000)
Purchase of patents	(98,970)
Purchase of trademarks	(10,309)
Net cash (used in) provided by investing activities	4,452,872	(6,794,879)
Cash flows from financing activities:
Sale of common stock for cash, net of financing fees		8,545,270
Proceeds from exercise of warrants		3,473
Payments on loan payable - shareholder		(37,200)
Payments on notes payable - officer	(200,000)
Net cash (used in) provided by financing activities	(200,000)	8,511,543
Net increase (decrease) in cash and cash equivalents	417,488	(499,035)
Cash and cash equivalents - beginning of year	162,743	661,778
Cash and cash equivalents - end of year	580,230	162,743
Non-cash investing and financing activities:
Unrealized gain (loss) on short-term investments	(36,718)	36,313
ROU asset and lease liability recorded		11,359
Forgiveness of interest expense		168,361
Forgiveness of PPP Loan		$ 22,916

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ (4,648,709)	$ (1,697,816)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

NATURE OF THE ORGANIZATION AND

NATURE OF THE ORGANIZATION AND BUSINESS	12 Months Ended
NATURE OF THE ORGANIZATION AND BUSINESS	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF THE ORGANIZATION AND BUSINESS	NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS Corporate History Nexalin Technology, Inc. (“NV Nexalin”) was formed on October 19, 2010 as a Nevada corporation. The Company’s principal offices are located at 1776 Yorktown, Suite 550, Houston, Texas 77056. On September 6, 2019, Neuro-Health International, Inc. (“Neuro-Health”), a Nevada corporation, a wholly owned subsidiary of NV Nexalin, was formed. Neuro-Health had no activity from December 6, 2019 (Inception) through December 31, 2023. On November 22, 2021, NV Nexalin entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nexalin Technology, Inc., a Delaware corporation (“Nexalin”, or the “Company”). Pursuant to the Merger Agreement, NV Nexalin merged with and into Nexalin with all shareholders of NV Nexalin receiving one common share of Nexalin in exchange for twenty shares of NV Nexalin held at the time of the Merger Agreement. NV Nexalin treated the transaction as a corporate reorganization with the historical consolidated financial statements of NV Nexalin becoming the historical consolidated financial statements of Nexalin. Nexalin had nominal assets and liabilities and did not conduct any operations prior to the reorganization other than its incorporation. NV Nexalin has retroactively applied the 20-for-1 exchange, effective on November 22, 2021, to share and per share amounts on the audited consolidated financial statements for the years ended December 31, 2023 and 2022. NV Nexalin’s authorized shares of common stock were not affected as a result of the Merger Agreement. As a result of the Merger Agreement, NV Nexalin was dissolved, and Neuro-Health became a subsidiary of Nexalin. The Company completed its initial public offering on September 16, 2022. The initial public offering consisted of 2,315,000 2,315,000 2,315,000 2,315,000 $4.15 $9,607,250 347,250 $3,473 Our shares and warrants began trading on the Nasdaq Capital Market tier of the Nasdaq Stock Market (“Nasdaq”) on September 16, 2022, under the symbols “NXL” and “NXLIW”, respectively. Throughout this report, the terms “Nexalin,” “our,” “we,” “us,” and the “Company” refer to Nexalin Technology, Inc. Business Overview We design and develop innovative neurostimulation products to uniquely and effectively help combat the ongoing global mental health epidemic. We developed an easy-to-administer medical device — referred to as “Generation 1” or “Gen-1” — that utilizes bioelectronic medical technology to treat anxiety and insomnia, without the need for drugs or psychotherapy. Our original Gen-1 devices are cranial electrotherapy stimulation (CES) devices that emit waveform at 4 milliamps during treatment and are presently classified by the U.S. Food and Drug Administration (“FDA”) as a Class II device. Medical professionals in the United States have utilized the Gen-1 device to administer to patients in clinical settings. While the Gen-1 device had been cleared by the FDA to treat depression, anxiety, and insomnia, three prevalent and serious diseases, because of the FDA’s December 2019 reclassification of CES devices, the Gen-1 device was reclassified as a Class II device for the treatment of anxiety and insomnia. We are required to file a new application under Section 510(k) of the Federal Food, Drug and Cosmetic Act (“510(k) Application”) to be approved by the FDA for the sales and marketing of our devices for the treatment of anxiety and insomnia. In the FDA’s December 2019 reclassification ruling, the treatment of depression with our device will require a Class III certification and require a new PMA (premarket approval) application to demonstrate safety and effectiveness. While we continue providing services to medical professionals to support patients’ use of the Gen-1 devices which were in operation prior to December 2019, we are not making new sales or new marketing efforts of Gen-1 devices. We continue to derive revenue from devices which we sold or leased prior to the FDA’s December 2019 reclassification announcements. This revenue consists of monthly licensing fees and payments for the sale of electrodes. We have suspended marketing efforts for new sales of devices related to the Gen-1 device for treatment of anxiety and insomnia in the United States until the Nexalin regulatory team decides on a new 510(k) application at 4 milliamps based on FDA comments expected to be received in 2024. Our regulatory team continues to inform the FDA of the suspension of the marketing and sale of the Gen-1 products to new providers. We are currently analyzing whether to proceed with an amended application with the FDA for Gen-1 devices for the treatment of insomnia and anxiety. The waveform that comprises the basis of Gen-2 and new Gen-3 headset devices has been submitted for review by the FDA for safety evaluation and eventual marketing in the United States. Determinations of the safety and efficacy of our devices in the United States are solely within the authority of the FDA. We plan to conduct decentralized clinical trials for the Gen-3 device in the U.S. and we have consulted with the FDA as part of the pre-submission meetings. We have designed and developed a new advanced wave form technology to be emitted at 15 milliamps through new and improved medical devices referred to as “Generation 2” or “Gen-2” and “Generation 3” or “Gen-3.” Gen-2 is a clinical use device with a modern enclosure to emit the new 15 milliamp advanced waveform. Gen-3 is a new patient headset that is intended to be prescribed by licensed medical professionals in a virtual clinic setting similar to existing Tele-health platforms. Preliminary data provided by The University of California, San Diego supports the safety of utilizing our 15 milliamp waveform technology, however the determination of safety and efficacy of medical devices in the United States is subject to clearance by the FDA. Additionally, we are currently designing clinical trial strategies for the use of Gen-3 for the treatment of substance use disorders including opiate, cocaine, and alcohol abuse. Recently the Gen-2 device was tested in pilot trials and/or pivotal trials in China for the treatment of Alzheimer’s disease, and dementia. Continued pilot testing for Alzheimer’s and dementia, cognition and memory, and neurotransmitter changes is planned in China in 2024. On May 31, 2023, the Company formalized an agreement related to the formation of a joint venture established to engage in the clinical development, marketing, sale and distribution of Nexalin’s second generation transcranial Alternating Current Stimulation (“tACS”) devices (“Gen-2 devices”) in China and other countries in the region. The Joint Venture is registered in Hong Kong. As of the date of this Annual Report on Form 10-K, (i) our operations are carried on outside of China; and (ii) the Joint Venture does not maintain any variable interest entity structure or operate any data center in China. Under the Joint Venture Agreement, Wider is obligated to fund all operations for the initial 12-month period of the Joint Venture, after which Nexalin and Wider plan to jointly fund the Joint Venture’s operating expenses in accordance with their pro rata ownership. The Joint Venture is controlled by a Board of Directors in which Wider is to have sole representation but neither the Company nor Wider has exclusive decision-making ability over day-to-day or significant operational decisions. Wider and Nexalin own 52% 48% The investment in the Joint Venture is accounted for using the equity method of accounting. The Company invested $96,000 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company, nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management continues to evaluate the impact of the economy and the capital markets and has concluded that, while it is reasonably possible that events could have negative effects on the Company’s financial position and results of its operations, the specific impacts are not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of uncertainties. The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s operating results and financial position in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy has and may continue to indirectly impact the Company because of its current dependence upon its joint venture relationship with Wider Come Limited. Wider Come Limited, as part of its obligations under the Joint Venture Agreement, acts as a distributor for the Company’s devices in China and Asia. Because of significant restrictions imposed by the Chinese government during the COVID-19 pandemic through calendar year 2022 and into 2023, Wider’s ability to market and sell the Company’s devices has been negatively impacted, resulting in decreased revenue to the Company. Patients and salespeople have been restricted in their movements resulting in a significant slowdown in the medical and other sectors. Significant efforts and funds expended by our Chinese distributor has led to regulatory approval in China in both depression and insomnia thus far which has allowed for sales of our devices in China in 2022, and into 2023. The extent of future impact is dependent on future developments, including future activities by the Chinese government and other possible events which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID-19, or any of its variants, and actions taken to address its impact, among others. The repercussions of this health crisis could have a material adverse effect on the Company’s business, financial condition, liquidity and operating results. Continued Nasdaq Listing Our common stock is currently listed on The Nasdaq Stock Market. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including the Minimum Bid Price Rule (as discussed below) and those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards. We are required to maintain a minimum bid price of $1.00 per share. On May 10, 2023, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was no longer in compliance with the minimum bid price requirement for continued listing on Nasdaq, as the closing bid price for the Company’s common stock was below $1.00 per share as set forth in the Nasdaq listing rules. The Company was afforded 180 calendar days, or until November 6, 2023, to regain compliance with the Nasdaq listing rules. The Company was unable to regain compliance with the bid price requirement by November 6, 2023. On November 7, 2023, the Company submitted a letter to NASDAQ requesting a second 180-day period in order to regain compliance with NASDAQ Rule 5550(a)(2). The Company stated in that letter that it believed it will be able to cure the deficiency and increase its stock price to above $1.00 per share pursuant to its plan to do so. On November 7, 2023, the Company received written notice from the Nasdaq Listing Qualifications Department (the “Staff”) that the Company was not eligible for an additional 180 calendar day compliance period because the Company no longer complied with Nasdaq’s $5 million minimum stockholders’ equity initial listing requirement. On January 18, 2024, the Nasdaq Hearing Panel granted the Company a temporary exception to regain compliance with the Minimum Bid Price Rule until March 27, 2024. On March 6, 2024, the Nasdaq Hearing Panel granted the Company a temporary exception to regain compliance with the Minimum Bid Price Rule until April 25, 2024. If the Company’s common stock and warrants are delisted by Nasdaq, it could adversely affect the Company’s ability to attract new investors, decrease the liquidity of the outstanding shares of common stock, reduce the Company’s flexibility to raise additional capital, reduce the price at which the Company’s common stock and warrants trade, and increase the transaction costs inherent in trading such shares and warrants with overall negative effects for the stockholders. In addition, delisting of the Company’s common stock and warrants could deter broker-dealers from making a market in or otherwise seeking or generating interest in the Company’s common stock. Furthermore, the delisting of the Company’s common stock and warrants from The Nasdaq Stock Market could adversely affect the business, financial condition and results of operations of the Company.

LIQUIDITY AND GOING CONCERN

LIQUIDITY AND GOING CONCERN	12 Months Ended
LIQUIDITY AND GOING CONCERN	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY AND GOING CONCERN	NOTE 2 — LIQUIDITY AND GOING CONCERN The accompanying audited consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At December 31, 2023, the Company had a significant accumulated deficit of approximately (77,038,049) (5,696,296) 5,696,296 (3,835,384) $3.0 The Company expects to continue to incur operating losses as it executes its development plans, as well as undertaking other potential strategic and business development initiatives through 2024 and through the twelve months from the date of this report. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company previously funded these losses primarily through the sale of equity and issuance of convertible notes. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The Company’s ability to continue as a going concern will be dependent upon our ability to execute on our business plan, including the ability to generate revenue from the joint venture and obtain U.S. approval for the sale of our devices in the United States, and, if necessary, our ability to raise additional capital. These plans require the Company to place reliance on several factors including, favorable market conditions, to access additional capital in the future. These plans were therefore determined not to be sufficient to overcome the presumption of substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Additionally, management does not believe we have sufficient cash for the next twelve months from the issuance of the financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS	NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position and the operating results and cash flows. Operating results for the years ended December 31, 2023 and 2022 are not necessarily indicative of the results that may be expected for future years or for any other subsequent interim period. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). Principles of Consolidation The consolidated financial statements include the accounts of Nexalin and its wholly owned subsidiary Neuro-Health. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, which may cause the Company’s future results to be affected. Revenue The Company recognizes revenue when its performance obligations with its customers have been satisfied. At contract inception, the Company determines if the contract is within the scope of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company has existing licensing and treatment fee agreements with its customers for the use of the Nexalin Device in their practices. These agreements generally have terms of one year with automatic renewal if certain requirements are met and amounts due per these agreements are billed monthly. The Company also sells products related to the provision of services. The Company sells its Devices in China to its acting distributor and sells products relating to the use of the Devices. The Company has a Royalty Agreement whereby the manufacturer of the Company’s electrodes will pay a royalty to the Company for a three-year period beginning January 1, 2022. The amount of the Royalty is equal to 20% of the amount that the manufacturer invoices to the acting distributor for the sale of the electrodes. Revenue Streams We derive revenues from our license agreements by charging a monthly licensing fee for the duration of the agreement. We derive revenues from equipment by selling additional individual electrodes to customers for use with the Nexalin Device. We receive revenue from the sale in China of our Devices to our distributor and from the sale of products relating to the use of those Devices. We derive revenue as a royalty fee from the China-based manufacturer for electrodes ordered in connection with our China sales. Performance Obligations Management identified that subsequent licensing revenue has one performance obligation. That performance obligation is satisfied if the licensing contract remains valid and is not terminated. The licensing revenue is invoiced monthly and is recognized at a point in time in which the invoice is sent to the customer. Management identified that the Company’s equipment and Device revenue has one performance obligation. That performance obligation is satisfied when the equipment and Devices are shipped. The Company recognizes revenue at a point in time in which the equipment and Devices are shipped to the customer. The Company does not offer a warranty on the equipment or Devices. Management identified that treatment fee revenue has one performance obligation. The performance obligation is satisfied upon the completion of individual treatments on patients by customers. Management identified that royalty revenue has one performance obligation. The performance obligation is satisfied at the time the Electrode manufacturer notifies the Company that it has invoiced the distributor for the sale to the distributor. Practical Expedients As part of ASC 606, the Company has adopted several practical expedients including: ● Significant Financing Component — the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers promised goods or services to the customer and when the customer pays for that service will be one year or less. ● Unsatisfied Performance Obligations — for all performance obligations related to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. ● Shipping and Handling Activities — the Company elected to account for shipping and handling activities as a fulfilment cost rather than as a separate performance obligation. ● Right to invoice — the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date; the Company may recognize revenue in the amount to which the entity has a right to invoice. Disaggregated Revenues Major Revenue Streams Revenue consists of the following by service offering: Schedule of disaggregation of revenue Years Ended 2023 2022 Device sales $ - $ 1,164,500 Licensing fee 82,080 79,188 Royalty fee - 24,479 Equipment 27,299 26,778 Other 1,369 26,412 Total $ 110,748 $ 1,321,357 Major Geographic Locations Years Ended 2023 2022 U.S. sales $ 107,134 $ 113,541 China sales 3,614 1,207,816 Total $ 110,748 $ 1,321,357 Contract Modifications There were no contract modifications during the years ended December 31, 2023 and 2022. Contract modifications are not routine in the performance of the Company’s contracts. Deferred Revenue The Company receives payment for equipment and devices in advance of shipping. The Company recognizes the revenue as being earned upon shipment. No Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents held at financial institutions may at times exceed insured amounts. The Company believes it mitigates such risk by investing in or through, as well as maintaining cash balances with, with major financial institutions. Short-Term Investments The appropriate classification of marketable securities is determined at the time of purchase and evaluated as of each reporting balance sheet date. Investments in marketable debt and equity securities classified as available-for-sale are reported at fair value. Fair value is determined using quoted market prices in active markets for identical assets or liabilities or quoted prices for similar assets or liabilities or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Unrealized holding gains and losses for equity securities are recognized in earnings. Unrealized holding gains and losses for available for sale debt securities are recognized in other comprehensive income. Realized gains and losses and interest and dividends earned are included in other income (expense), net. For individual debt securities classified as available-for-sale securities, the company determines whether a decline in fair value below the amortized cost basis has resulted from a credit loss or other factors. If the decline below amortized cost is a result of credit loss or the company will more likely than not be required to sell the security before recovery of its amortized cost basis, the company will recognize an impairment relating to the decline through an allowance for credit losses. There were no deemed permanent impairments at December 31, 2023 or 2022. Accounts Receivable Accounts receivables are reported at their outstanding unpaid principal balances, net of allowances for credit loss. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for an allowance for credit loss based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. The Company writes off accounts receivable against the allowance for credit loss when a balance is determined to be uncollectible. During the year ended December 31, 2023 and 2022, the Company wrote off $0 $11,175 no Inventory Inventory consists of finished goods and components stated at the lower of cost or net realizable value (NRV) with cost determined on a first-in first-out basis. The Company reviews the composition of inventory at each reporting period in order to identify obsolete quantities in excess of demand, or otherwise non-saleable items. At December 31, 2023 and 2022, the Company wrote down inventory in the amount of $5,762 $19,892 Equipment Equipment is recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally five years. Maintenance and repairs are charged to expense as incurred. The Company capitalizes costs attributable to the betterment of property and equipment when such betterment enhances the functionality of the asset or extends the useful life of the asset. Should an asset be disposed of before the end of its useful life, the cost and accumulated depreciation at that date is removed from the consolidated balance sheets, with the resulting gain or loss, if any, reflected in operations in that period. Patents Patents are amortized over their useful lives and are reviewed for impairment when warranted by economic conditions. Amortization expense was $3,751 $0 $3,751 $0 The following table summarizes the gross carrying amount, amortization and the net carrying value at December 31, 2023 and December 31, 2022. Schedule of patents Gross Accumulated Net Value December 31, 2023 Patents $ 98,970 $ (3,751 ) $ 95,219 Total December 31, 2023 $ 98,970 $ (3,751 ) $ 95,219 December 31, 2022 Patents $ - $ - $ - Total December 31, 2022 $ - $ - $ - Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $11,214 $21,149 Income Taxes The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. The Company records valuation allowances against deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. At December 31, 2023 and 2022, the Company had a full valuation allowance applied against its net tax assets. Fair Value Measurements As defined in ASC 820, Fair Value Measurements and Disclosures ● Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. Fair Value of Financial Instruments The carrying value of cash, short-term investments, accounts receivable, inventory, prepaids, accounts payable and accrued expenses, and other current liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the loans payable approximates the estimated fair value for this financial instrument as management believes that such debt and interest payable on the note approximates the Company’s incremental borrowing rate. The following table summarizes the amortized cost, unrealized gain (loss) and the fair value at December 31, 2023 and 2022: Schedule of unrealized loss on investments Amortized Unrealized Fair December 31, 2023 Short-term investments $ 2,368,608 $ (405 ) $ 2,368,203 Total June 30, 2023 $ 2,368,608 $ (405 ) $ 2,368,203 December 31, 2022 Short-term investments $ 6,794,879 $ 36,313 $ 6,831,192 Total December 31, 2022 $ 6,794,879 $ 36,313 $ 6,831,192 The following table provides the carrying value and fair value of the Company’s financial assets measured at fair value as of December 31, 2023 and 2023. Schedule of fair value, assets measured on recurring basis Carrying Value Level 1 Level 2 Level 3 December 31, 2023 U.S. Treasury Notes $ 2,368,203 $ 2,368,203 $ - $ - December 31, 2022 U.S. Treasury Notes $ 6,831,192 $ 6,831,192 $ - $ - Net Loss per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The dilutive effect, if any, of stock options and warrants is calculated using the treasury stock method. All outstanding convertible notes, if any, are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the stock options and warrants have been excluded from the Company’s computation of net loss per common share for the years ended December 31, 2023 and 2022. The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the most recent fair value of the common shares: Schedule of antidilutive shares Years Ended 2023 2022 Warrants 2,662,250 2,662,250 Stock options 2,281,879 - Total 4,944,129 2,662,250 Stock - The Company applies the provisions of ASC 718, Compensation — Stock Compensation For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation — Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, the Company accounts for stock options and restricted shares issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Warrant Accounting The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all its financial instruments, including issued private and public warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is assessed as part of this evaluation. During the reporting periods the public warrants were outstanding, they were precluded from liability classification, being equity-classified. Research and Development Research and development costs are charged to operations as incurred. For the years ended December 31, 2023 and 2022, the Company recorded approximately $1,922,000 $511,000 Leases A lease is defined as an agreement that conveys the right to control the use of identified property, plant or equipment (right of use asset or “ROU asset”) for a period in exchange for consideration. The Company accounts for its leases in accordance with ASC 842, Leases ROU assets include any initial direct costs and prepaid lease payments and exclude any lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Paycheck Protection Program The Company’s policy was to account for the PPP loan as debt. The Company continued to record the loan as debt until either (1) the loan was partially or entirely forgiven and the Company had been legally released, at which point the amount forgiven would be recorded as income or (2) the Company paid off the loan. During 2022, the Company’s outstanding PPP loans were forgiven. Equity Method Investments The company accounts for its investments in common stock or in-substance common stock that give it the ability to exercise significant influence over as an equity method investment in accordance with the guidance in ASC 323, Equity Method and Joint Ventures Recent Accounting Pronouncements In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments became effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2023. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures. In August of 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requires disclosures about significant segment expenses and additional interim disclosure requirements. This standard also requires a single reportable segment to provide all disclosures required by ASC 280. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied retrospectively for all prior periods presented in the consolidated financial statements. The Company is currently evaluating the potential impact of adopting this standard on our disclosures. In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture (“JV”) Formations: Recognition and Initial Measurement. The guidance requires newly formed JVs to apply a new basis of accounting to all of its contributed net assets, which results in the JV initially measuring its contributed net assets under ASC 805-20, Business Combinations. The new guidance would be applied prospectively and is effective for all newly formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the consolidated financial statements. In December of 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, establishes incremental disaggregation of income tax disclosures pertaining to the effective tax rate reconciliation and income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this standard on our disclosures. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

ACCRUED EXPENSES

ACCRUED EXPENSES	12 Months Ended
ACCRUED EXPENSES	Dec. 31, 2023
Payables and Accruals [Abstract]
ACCRUED EXPENSES	NOTE 4 — ACCRUED EXPENSES Accrued expenses consist of the following amounts: Schedule of accrued expenses December 31, December 31, Accrued interest $ - $ 111,501 Accrued – other 21,954 2,321 Accrued settlement liabilities 89,330 336,000 Accrued bonuses 150,000 - Accrued research and development expense - 90,000 Total $ 261,284 $ 539,822

NON-CONSOLIDATED JOINT VENTURE

NON-CONSOLIDATED JOINT VENTURE AND RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
NON-CONSOLIDATED JOINT VENTURE AND RELATED PARTY TRANSACTIONS	NOTE 5 — NON-CONSOLIDATED JOINT VENTURE AND RELATED PARTY TRANSACTIONS Formalization of Joint Venture On May 31, 2023, the Company formalized an agreement related to the formation of a joint venture established to engage in the clinical development, marketing, sale and distribution of Nexalin’s second generation transcranial Alternating Current Stimulation (“tACS”) devices (“Gen-2 devices”) in China and other countries in the region. The Joint Venture is registered in Hong Kong. As of the date of this Annual Report on Form 10-K, (i) our operations are carried on outside of China; and (ii) the Joint Venture does not maintain any variable interest entity structure or operate any data center in China. Under the Joint Venture Agreement, Wider is obligated to fund all operations for the initial 12-month period of the Joint Venture, after which Nexalin and Wider plan to jointly fund the Joint Venture’s operating expenses in accordance with their pro rata ownership. The Joint Venture is controlled by a Board of Directors in which Wider is to have sole representation but neither the Company nor Wider has exclusive decision-making ability over day-to-day or significant operational decisions. Wider and Nexalin own 52% and 48% of the Joint Venture, respectively. In accordance with ASC 323 and ASC 810, the company plans to recognize the equity method results of the Joint Venture on a one-quarter reporting lag. Therefore, no operating activity in the Joint Venture was recorded through the year ended December 31, 2023. The investment in the Joint Venture is accounted for using the equity method of accounting. The Company invested $96,000 $104,000 Under the preceding terms of the collaborative arrangement between the Company and Wider, Wider served as an authorized distributor of the Company’s Gen-2 devices in Asia. As part of the consideration for Wider’s performance of its obligations to the Company prior to the recent formalization of the Joint Venture, the Company and certain designated Wider shareholders entered into stock issuance agreements for the issuance of 450,000 shares of the Company’s common stock, and simultaneously with the execution of this service agreement, Wider invested $200,000 to the Company. During the year ended December 31, 2020, the Company issued 150,000 shares to affiliates of Wider in satisfaction of the obligation. The fair value of the 150,000 shares issued (less the invested $200,000 in cash) resulted in a charge to stock-based compensation of $550,000 and was recorded in selling, general and administrative expenses on the statement of operations and comprehensive loss. On July 13, 2023, the Company issued an additional 150,000 shares to certain designated Wider shareholders pursuant to the terms of the collaborative agreement between the Company and Wider. Under the terms of the collaborative agreement, designated shareholders of Wider are entitled to an additional 150,000 shares upon Wider’s achievement of certain milestones, which were considered probable of occurring during the twelve months ended December 31, 2023. As such, the company recognized the full $1,500,000 fair value of the remaining 300,000 shares during the twelve-month period ended December 31, 2023. U.S. Asian Consulting Group, LLC On May 9, 2018, the Company entered into a five-year consulting agreement with U.S. Asian Consulting Group, LLC (“U.S. Asian”). The consulting agreement was extended for an additional period of eight years upon the closing of our initial public offering. The two members of U.S. Asian are shareholders in the Company, with Marilyn Elson having been appointed Chief Financial Officer of the Company on January 11, 2022. Effective November 1, 2023, Ms. Elson stepped down from her position as CFO. Please refer to the company’s Form 8-K filed on September 21, 2023 for additional information. Pursuant to the consulting agreement, U.S. Asian provides consulting services to the Company with regard to, among other things, corporate development and financing arrangements. The Company pays U.S. Asian $10,000 $120,000 $0 $260,000 Officers On September 21, 2023, Marilyn Elson provided the Company notice that she was stepping down as Chief Financial Officer effective November 1, 2023. Since such date, Ms. Elson has continued as Controller for Nexalin Technology. Ms. Elson is the spouse of the other member of U.S. Asian. On July 1, 2023, the Company entered into a new employment agreement with Mark White to serve as Chief Executive Officer, a new services agreement with David Owens, M.D. to serve as Chief Medical Officer and a new employment agreement with Michael Nketiah to serve as Senior Vice President, Quality, Regulatory and Clinical Affairs. Each of the foregoing agreements are governed by three-year terms and provide compensation in the form of performance-and service-based stock option awards based on the closing price of the Company’s publicly traded common stock on the applicable date of grant. Under the terms of his employment agreement, Mr. White is entitled to (i) a sign-on/retention bonus consisting of a one-time lump-sum payment of $50,000 and a grant of nonqualified stock options to purchase 1,387,024 shares of the Company’s common stock with an exercise price of $.894 per share subject to certain time and performance- and time-based vesting conditions. Under the terms of his service agreement, Dr. Owens is entitled to (i) a sign-on/retention bonus consisting of a grant of nonqualified stock options to purchase 654,362 shares of the Company’s common stock with an exercise price of $.894 per share subject to certain time- and performance-based vesting conditions. Under the terms of his employment agreement Mr. Nketiah is entitled to nonqualified stock option grants to purchase 100,671 shares of the Company’s common stock with an exercise price of $.894 subject to certain time- and performance-based vesting conditions. A portion of the nonqualified stock options granted to Messrs. White, Owens and Nketiah that are subject to future vesting are contingent upon the approval of the stockholders to increase the 2023 Plan capacity so as to authorize additional shares of common stock reserved for issuance under the 2023 Plan. In addition to the retention payments, stock awards and nonqualified option grants described above, Messrs. White and Nketiah are receiving cash compensation and each of Messrs. White and Nketiah are eligible for performance based cash bonuses. The 2023 performance-based milestones regarding Mr. White’s incentive compensation have been met for 2023, and he was awarded a cash bonus of $120,000 and 313,199 nonqualified stock options with a vesting date of July 1, 2024. The 2023 performance-based milestones regarding Mr. Nketiah’s incentive compensation have been met for 2023, and he was awarded a cash bonus of $50,000 and 218,121 nonqualified stock options with a vesting date of July 1, 2024. The reported amounts are calculated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718, “Compensation — Stock Compensation (“ASC 718”). ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, such as the options issued under our 2023 Plan. Loan Payable – Officer On November 1, 2021, the Company received $200,000 $200,000 9% October 31, 2022 $39,000 $18,000 $13,500 $200,000 $34,500 Promissory Notes On October 19, 2018, the Company issued an on demand promissory note payable with the Company’s Chairman of the Board for $10,000 5% $2,718 $0 $369 Leases Our principal executive office is located at 1776 Yorktown, Suite 550, Houston, Texas 77056. Under ASC 842 “ Leases $54,000

LOANS PAYABLE

LOANS PAYABLE	12 Months Ended
LOANS PAYABLE	Dec. 31, 2023
Debt Disclosure [Abstract]
LOANS PAYABLE	NOTE 6 — LOANS PAYABLE Loans Payable On October 25, 2018, the Company entered in a promissory note payable with an accredited investor for $50,000 October 25, 2020 100% $15,643 $27,200 $168,245 On February 4, 2021, under the U.S. Small Business Administration’s Paycheck Protection Program, the Company entered into a second note payable with a financial institution for $22,916 1% February 4, 2026 $22,916 Legacy Ventures International, Inc. On December 11, 2017, the Company issued a promissory note (the “Promissory Note”) in favor of Legacy Ventures International, Inc. (“Legacy”) as part of a commercial transaction with Legacy that was never consummated. The Promissory Note was issued in the original principal amount of $500,000 4% December 31, 2017 $20,000 $0 $500,000 Extinguishments of Liabilities $500,000 $115,000

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT)	12 Months Ended
STOCKHOLDERS’ EQUITY (DEFICIT)	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 7 — STOCKHOLDERS’ EQUITY (DEFICIT) Issuance of Common Stock During the year ended December 31, 2022, the Company issued 2,315,850 $8,545,270 During the year ended December 31, 2022, the Company issued 90,789 55,591 17,699 17,499 $270,670 During the year ended December 31, 2023, the Company issued 150,000 shares to certain designated Wider stockholders pursuant to the terms of the collaborative agreement between the Company and Wider. The amount expensed during the year ended December 31, 2023 in the audited consolidated statement of operations and comprehensive loss was $1,500,000 150,000 On December 12, 2023, various consultants, Board members and employees were awarded shares of common stock and/or stock options with a value of $642,029 $642,029 Options Nexalin’s 2023 Equity Incentive Plan (the “2023 Plan”) was approved by our stockholders on November 10, 2023. The Plan provides that maximum number of shares of Common Stock available for the grant of awards under the Plan shall be 1,500,000, subject to adjustment for stock dividends, stock splits or similar events. The 2023 Plan is administered by the Compensation Committee of the Board of Directors, which may in turn delegate administrative authority to one or more of our executive officers. Under the terms of the 2023 Plan, the Compensation Committee may grant equity awards, including nonqualified stock options and restricted stock to employees, officers, directors, consultants, agents, advisors and independent contractors. On July 1, 2023, the company entered into amended employment agreements with the three executives. In addition to the cash compensation included in their employment contracts, the three executives were granted one-time bonus stock options (that were immediately vested) and performance-based stock options that would be triggered based on certain performance criteria being achieved. The amount expensed during the year ended December 31, 2023 and December 31, 2022 in the audited consolidated statement of operations and comprehensive loss was $271,342 - The following table presents a summary of stock option award activity during the year ended December 31, 2023: Schedule of stock option award activity Number of Weighted Average Weighted Average Aggregate Outstanding December 31, 2022 - - - - Issued 2,281,879 $ 0.89 9.5 - Exercised - - - - Expired or cancelled - - - - Outstanding December 31, 2023 2,281,879 $ 0.89 9.5 $ - The following table provides additional information about stock options that are outstanding and exercisable at December 31, 2023: Schedule of additional information about stock options Exercise Price Outstanding Weighted Average Exercisable $ 0.89 2,281,879 9.5 587,248 2,281,879 9.5 587,248 The fair value of these stock option awards is estimated as of the grant date using a Black-Scholes option pricing model and the following assumptions: A risk-free interest rate based on the U.S. Treasury yield curve at the date of grant; an expected or contractual term; and expected volatility based on an evaluation of comparable public companies’ measures of volatility. The Company does not anticipate declaring dividends on common shares now or in the near future and has therefore assumed no dividend rate. The following table discloses the assumptions, utilized for stock options as follows: Schedule of assumptions December 31, December 31, Volatility 99.0 % - % Expected dividends $ - $ - Risk-free interest rate 4.61 % - % Expected term (years) 9.5 - Warrants The issuance of warrants to purchase shares of the Company’s common stock are summarized as follows: Schedule of warrants Number of Weighted Average Outstanding December 31, 2022 2,662,250 $ 4.15 Issued - - Exercised - - Expired or cancelled - - Outstanding December 31, 2023 2,662,250 $ 4.15 The following table summarizes information about warrants to purchase shares of the Company’s common stock outstanding and exercisable at December 31, 2023: Summary information about warrants to purchase Exercise Price Outstanding Weighted Average Weighted Average Exercisable $ 4.15 2,315,000 1.75 $ 4.15 2,315,000 $ 4.15 347,250 1.75 4.15 347,250 2,662,250 1.75 $ 4.15 2,662,250 The compensation expense attributed to the issuance of the warrants, if required to be recognized on the nature of the transaction, was recognized as they vested/earned. These warrants are exercisable up to three years from the date of grant. All are currently exercisable.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 — COMMITMENTS AND CONTINGENCIES Legal Claims There are no material pending legal proceedings in which the Company or any of its subsidiaries is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of its voting securities, or security holder is a party adverse to us or has a material interest adverse to the Company other than the following: Sarah Veltz v. Nexalin Technology, Inc. et al. Plaintiff, Sarah Veltz, filed a lawsuit in this matter on January 20, 2021 in Orange County Superior Court (Case No. 30-2021-01180164-CU-WT-CJC) (the “Complaint”) naming the Company and others as defendants. In her Complaint, Plaintiff contends that she was employed by defendants, including Nexalin, and has not been paid all wages, including overtime wages and other benefits allegedly due her. Plaintiff also contends that, during her employment, she was subjected to sexual harassment by the Company’s then Chief Executive Officer. Plaintiff seeks both compensatory and punitive damages. On March 12, 2021, the Company filed its answer to the Complaint. Although the parties are seeking mediation, the court has set a trial in this matter for November 18, 2024. Management’s intent is to contest the allegations vigorously and, as of the date of this report, is unable to provide an evaluation of the potential outcome of the litigation within the probable or remote range or to provide an estimate of the amount of or a range of potential loss that might be incurred by the Company. Employment Development Department The Company is currently engaged in settlement discussions with the Employment Development Department (EDD) of the State of California. This matter involves issues related to our previous management’s classification of certain work provided to or on behalf of the Company’s business as contract labor instead of employee labor. The total amount involved was approximately $300,000. Management has petitioned for reassessment and believes the hired workers at issue were indeed actual contractors and not employees. We have no business in California other than one part time and one full time worker residing in California. The EDD approved a significant downward adjustment in our outstanding employment tax liability to approximately $40,000 as reflected on its Statement of Account dated November 30, 2023. We plan to further negotiate with the EDD and proceed with a settlement offer. The Company has accrued $40,000 and $300,000 on the audited consolidated balance sheets as of December 31, 2023 and 2022 respectively. The reduction in the amount accrued was recognized as other income on the consolidated statement of operations and comprehensive loss. The Company believes it has adequately accrued for this matter. Demand Letter from The University of Arizona On December 8, 2022, the Company received a demand letter from the University of Arizona seeking payment of $111,094 The Company and the University of Arizona agreed on the terms of a settlement for the amounts claimed by the University, whereby the Company will pay an aggregate of approximately $69,000 (in three equal monthly payments) in full satisfaction of amounts the University claims it is owed. The settlement amount was paid in full as of December 31, 2023.

LEASES

LEASES	12 Months Ended
LEASES	Dec. 31, 2023
Leases
LEASES	NOTE 9 — LEASES With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as ROU assets and corresponding lease liabilities. On January 1, 2022, the Company exercised its right to lease an additional 400 square feet of office space and an increase of monthly rent of $500. In accordance with ASC 842 management accounted for this as a separate lease and, as a result, recorded an ROU asset and lease liability of $11,359 When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated incremental borrowing rate at January 1, 2023. The weighted average incremental borrowing rate applied was 9% The following table presents net lease cost and other supplemental lease information: Schedule of lease cost Years Ended 2023 2022 Leases costs Operating lease costs $ 54,000 $ 54,000 Total lease costs $ 54,000 $ 54,000 Operating leases are included in the audited consolidated balance sheets as follows: Schedule of operating leases Classification December 31, December 31, Lease assets Operating lease cost ROU assets Assets $ 496 $ 6,171 Total lease assets $ 496 $ 6,171 Lease liabilities Operating lease liabilities, current Current liabilities $ 4,463 $ 50,797 Operating lease liabilities, non-current Liabilities - 4,463 Total lease liabilities $ 4,463 $ 55,260 Future minimum payments under non-cancellable leases for operating leases for the remaining terms of the leases following the year ended December 31, 2023: Future minimum payments under non-cancelable leases for operating leases Fiscal Year Operating 2024 $ 4,496 Total future minimum lease payments 4,496 Amount representing interest (33 ) Present value of net future minimum lease payments $ 4,463 Additional information related to leases is presented as follows: Schedule of additional information related to leases Years Ended 2023 2022 Leases Weighted average remaining lease term 0.25 1.00 Weighted average discount rate 9.9 % 9.9 %

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK	12 Months Ended
CONCENTRATION OF CREDIT RISK	Dec. 31, 2023
Risks and Uncertainties [Abstract]
CONCENTRATION OF CREDIT RISK	NOTE 10 — CONCENTRATION OF CREDIT RISK Revenues Three customers accounted for 62% Concentration of credit risk Customer A 25 % Customer B 19 % Customer C 18 % One customer, a related party, accounted for 90% Accounts Receivable Five customers accounted for 96% Customer A – related party 39 % Customer B 21 % Customer C 15 % Customer D 12 % Customer E 10 % Four customers accounted for 84% Customer A 29 % Customer B 20 % Customer C 20 % Customer D 15 %

INCOME TAXES

INCOME TAXES	12 Months Ended
INCOME TAXES	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 11 — INCOME TAXES The Company identified their federal, Nevada and Texas state tax returns as their “major” tax jurisdictions. The periods for income tax returns that are subject to examination for these jurisdictions is 2019 through 2023. The Company believes their income tax filing positions and deductions would be sustained on audit, and they do not anticipate any adjustments that would result in a material change to their financial position. Therefore, no liabilities for uncertain tax positions have been recorded. As of December 31, 2023, the Company had approximately $16.7 The Company’s net deferred tax assets, liabilities and valuation allowance as of December 31, 2023 and 2022 are summarized as follows: Deferred tax assets, liabilities Year Ended 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 3,504,000 $ 3,256,000 R&D costs 200,000 97,000 Stock-based compensation 215,000 23,000 Total deferred tax assets 3,919,000 3,376,000 Valuation allowance (3,919,000 ) (3,376,000 ) Net deferred tax assets $ - $ - We recorded a valuation allowance in the full amount of our net deferred tax assets since realization of such tax benefits has been determined by our management to be less likely than not. The valuation allowance increased $543,000 $416,000 A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended December 31, 2023 and 2022 is as follows: Schedule of effective income tax rate reconciliation 2023 2022 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit ( - ) ( - ) Non-deductible R&D costs 6 - Permanent differences 2 - Change in valuation allowance 12 25 Other 1 (4 ) Effective tax rate - % - % As of the date of this filing, the Company has not filed its 2023 federal and state corporate income tax returns. The Company expects to file these documents as soon as practicable.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 — SUBSEQUENT EVENTS On March 7, 2024, The Company’s stockholders approved a proposed amendment to Nexalin’s Certificate of Incorporation (the “Amendment”), pursuant to which Nexalin’s Board of Directors is authorized, in its discretion, to proceed with a reverse stock split. The exact ratio of the reverse stock split would be within the 1-for-4 to 1-for-14 range, and, if enacted, will be determined by our Board and publicly announced by the Company prior to the effective time of the reverse stock split.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position and the operating results and cash flows. Operating results for the years ended December 31, 2023 and 2022 are not necessarily indicative of the results that may be expected for future years or for any other subsequent interim period. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”).
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Nexalin and its wholly owned subsidiary Neuro-Health. Intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, which may cause the Company’s future results to be affected.
Revenue	Revenue The Company recognizes revenue when its performance obligations with its customers have been satisfied. At contract inception, the Company determines if the contract is within the scope of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company has existing licensing and treatment fee agreements with its customers for the use of the Nexalin Device in their practices. These agreements generally have terms of one year with automatic renewal if certain requirements are met and amounts due per these agreements are billed monthly. The Company also sells products related to the provision of services. The Company sells its Devices in China to its acting distributor and sells products relating to the use of the Devices. The Company has a Royalty Agreement whereby the manufacturer of the Company’s electrodes will pay a royalty to the Company for a three-year period beginning January 1, 2022. The amount of the Royalty is equal to 20% of the amount that the manufacturer invoices to the acting distributor for the sale of the electrodes. Revenue Streams We derive revenues from our license agreements by charging a monthly licensing fee for the duration of the agreement. We derive revenues from equipment by selling additional individual electrodes to customers for use with the Nexalin Device. We receive revenue from the sale in China of our Devices to our distributor and from the sale of products relating to the use of those Devices. We derive revenue as a royalty fee from the China-based manufacturer for electrodes ordered in connection with our China sales. Performance Obligations Management identified that subsequent licensing revenue has one performance obligation. That performance obligation is satisfied if the licensing contract remains valid and is not terminated. The licensing revenue is invoiced monthly and is recognized at a point in time in which the invoice is sent to the customer. Management identified that the Company’s equipment and Device revenue has one performance obligation. That performance obligation is satisfied when the equipment and Devices are shipped. The Company recognizes revenue at a point in time in which the equipment and Devices are shipped to the customer. The Company does not offer a warranty on the equipment or Devices. Management identified that treatment fee revenue has one performance obligation. The performance obligation is satisfied upon the completion of individual treatments on patients by customers. Management identified that royalty revenue has one performance obligation. The performance obligation is satisfied at the time the Electrode manufacturer notifies the Company that it has invoiced the distributor for the sale to the distributor. Practical Expedients As part of ASC 606, the Company has adopted several practical expedients including: ● Significant Financing Component — the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers promised goods or services to the customer and when the customer pays for that service will be one year or less. ● Unsatisfied Performance Obligations — for all performance obligations related to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. ● Shipping and Handling Activities — the Company elected to account for shipping and handling activities as a fulfilment cost rather than as a separate performance obligation. ● Right to invoice — the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date; the Company may recognize revenue in the amount to which the entity has a right to invoice. Disaggregated Revenues Major Revenue Streams Revenue consists of the following by service offering: Schedule of disaggregation of revenue Years Ended 2023 2022 Device sales $ - $ 1,164,500 Licensing fee 82,080 79,188 Royalty fee - 24,479 Equipment 27,299 26,778 Other 1,369 26,412 Total $ 110,748 $ 1,321,357 Major Geographic Locations Years Ended 2023 2022 U.S. sales $ 107,134 $ 113,541 China sales 3,614 1,207,816 Total $ 110,748 $ 1,321,357 Contract Modifications There were no contract modifications during the years ended December 31, 2023 and 2022. Contract modifications are not routine in the performance of the Company’s contracts. Deferred Revenue The Company receives payment for equipment and devices in advance of shipping. The Company recognizes the revenue as being earned upon shipment. No
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents held at financial institutions may at times exceed insured amounts. The Company believes it mitigates such risk by investing in or through, as well as maintaining cash balances with, with major financial institutions.
Short-Term Investments	Short-Term Investments The appropriate classification of marketable securities is determined at the time of purchase and evaluated as of each reporting balance sheet date. Investments in marketable debt and equity securities classified as available-for-sale are reported at fair value. Fair value is determined using quoted market prices in active markets for identical assets or liabilities or quoted prices for similar assets or liabilities or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Unrealized holding gains and losses for equity securities are recognized in earnings. Unrealized holding gains and losses for available for sale debt securities are recognized in other comprehensive income. Realized gains and losses and interest and dividends earned are included in other income (expense), net. For individual debt securities classified as available-for-sale securities, the company determines whether a decline in fair value below the amortized cost basis has resulted from a credit loss or other factors. If the decline below amortized cost is a result of credit loss or the company will more likely than not be required to sell the security before recovery of its amortized cost basis, the company will recognize an impairment relating to the decline through an allowance for credit losses. There were no deemed permanent impairments at December 31, 2023 or 2022.
Accounts Receivable	Accounts Receivable Accounts receivables are reported at their outstanding unpaid principal balances, net of allowances for credit loss. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for an allowance for credit loss based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. The Company writes off accounts receivable against the allowance for credit loss when a balance is determined to be uncollectible. During the year ended December 31, 2023 and 2022, the Company wrote off $0 $11,175 no
Inventory	Inventory Inventory consists of finished goods and components stated at the lower of cost or net realizable value (NRV) with cost determined on a first-in first-out basis. The Company reviews the composition of inventory at each reporting period in order to identify obsolete quantities in excess of demand, or otherwise non-saleable items. At December 31, 2023 and 2022, the Company wrote down inventory in the amount of $5,762 $19,892
Equipment	Equipment Equipment is recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally five years. Maintenance and repairs are charged to expense as incurred. The Company capitalizes costs attributable to the betterment of property and equipment when such betterment enhances the functionality of the asset or extends the useful life of the asset. Should an asset be disposed of before the end of its useful life, the cost and accumulated depreciation at that date is removed from the consolidated balance sheets, with the resulting gain or loss, if any, reflected in operations in that period.
Patents	Patents Patents are amortized over their useful lives and are reviewed for impairment when warranted by economic conditions. Amortization expense was $3,751 $0 $3,751 $0 The following table summarizes the gross carrying amount, amortization and the net carrying value at December 31, 2023 and December 31, 2022. Schedule of patents Gross Accumulated Net Value December 31, 2023 Patents $ 98,970 $ (3,751 ) $ 95,219 Total December 31, 2023 $ 98,970 $ (3,751 ) $ 95,219 December 31, 2022 Patents $ - $ - $ - Total December 31, 2022 $ - $ - $ -
Advertising and Marketing Costs	Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $11,214 $21,149
Income Taxes	Income Taxes The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. The Company records valuation allowances against deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. At December 31, 2023 and 2022, the Company had a full valuation allowance applied against its net tax assets.
Fair Value Measurements	Fair Value Measurements As defined in ASC 820, Fair Value Measurements and Disclosures ● Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying value of cash, short-term investments, accounts receivable, inventory, prepaids, accounts payable and accrued expenses, and other current liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the loans payable approximates the estimated fair value for this financial instrument as management believes that such debt and interest payable on the note approximates the Company’s incremental borrowing rate. The following table summarizes the amortized cost, unrealized gain (loss) and the fair value at December 31, 2023 and 2022: Schedule of unrealized loss on investments Amortized Unrealized Fair December 31, 2023 Short-term investments $ 2,368,608 $ (405 ) $ 2,368,203 Total June 30, 2023 $ 2,368,608 $ (405 ) $ 2,368,203 December 31, 2022 Short-term investments $ 6,794,879 $ 36,313 $ 6,831,192 Total December 31, 2022 $ 6,794,879 $ 36,313 $ 6,831,192 The following table provides the carrying value and fair value of the Company’s financial assets measured at fair value as of December 31, 2023 and 2023. Schedule of fair value, assets measured on recurring basis Carrying Value Level 1 Level 2 Level 3 December 31, 2023 U.S. Treasury Notes $ 2,368,203 $ 2,368,203 $ - $ - December 31, 2022 U.S. Treasury Notes $ 6,831,192 $ 6,831,192 $ - $ -
Net Loss per Common Share	Net Loss per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The dilutive effect, if any, of stock options and warrants is calculated using the treasury stock method. All outstanding convertible notes, if any, are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the stock options and warrants have been excluded from the Company’s computation of net loss per common share for the years ended December 31, 2023 and 2022. The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the most recent fair value of the common shares: Schedule of antidilutive shares Years Ended 2023 2022 Warrants 2,662,250 2,662,250 Stock options 2,281,879 - Total 4,944,129 2,662,250
Stock-Based Compensation	Stock - The Company applies the provisions of ASC 718, Compensation — Stock Compensation For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation — Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, the Company accounts for stock options and restricted shares issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above.
Warrant Accounting	Warrant Accounting The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all its financial instruments, including issued private and public warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is assessed as part of this evaluation. During the reporting periods the public warrants were outstanding, they were precluded from liability classification, being equity-classified.
Research and Development	Research and Development Research and development costs are charged to operations as incurred. For the years ended December 31, 2023 and 2022, the Company recorded approximately $1,922,000 $511,000
Leases	Leases A lease is defined as an agreement that conveys the right to control the use of identified property, plant or equipment (right of use asset or “ROU asset”) for a period in exchange for consideration. The Company accounts for its leases in accordance with ASC 842, Leases ROU assets include any initial direct costs and prepaid lease payments and exclude any lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
Paycheck Protection Program	Paycheck Protection Program The Company’s policy was to account for the PPP loan as debt. The Company continued to record the loan as debt until either (1) the loan was partially or entirely forgiven and the Company had been legally released, at which point the amount forgiven would be recorded as income or (2) the Company paid off the loan. During 2022, the Company’s outstanding PPP loans were forgiven.
Equity Method Investments	Equity Method Investments The company accounts for its investments in common stock or in-substance common stock that give it the ability to exercise significant influence over as an equity method investment in accordance with the guidance in ASC 323, Equity Method and Joint Ventures
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments became effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2023. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures. In August of 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requires disclosures about significant segment expenses and additional interim disclosure requirements. This standard also requires a single reportable segment to provide all disclosures required by ASC 280. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied retrospectively for all prior periods presented in the consolidated financial statements. The Company is currently evaluating the potential impact of adopting this standard on our disclosures. In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture (“JV”) Formations: Recognition and Initial Measurement. The guidance requires newly formed JVs to apply a new basis of accounting to all of its contributed net assets, which results in the JV initially measuring its contributed net assets under ASC 805-20, Business Combinations. The new guidance would be applied prospectively and is effective for all newly formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the consolidated financial statements. In December of 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, establishes incremental disaggregation of income tax disclosures pertaining to the effective tax rate reconciliation and income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this standard on our disclosures. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of disaggregation of revenue	Schedule of disaggregation of revenue Years Ended 2023 2022 Device sales $ - $ 1,164,500 Licensing fee 82,080 79,188 Royalty fee - 24,479 Equipment 27,299 26,778 Other 1,369 26,412 Total $ 110,748 $ 1,321,357 Major Geographic Locations Years Ended 2023 2022 U.S. sales $ 107,134 $ 113,541 China sales 3,614 1,207,816 Total $ 110,748 $ 1,321,357
Schedule of patents	Schedule of patents Gross Accumulated Net Value December 31, 2023 Patents $ 98,970 $ (3,751 ) $ 95,219 Total December 31, 2023 $ 98,970 $ (3,751 ) $ 95,219 December 31, 2022 Patents $ - $ - $ - Total December 31, 2022 $ - $ - $ -
Schedule of unrealized loss on investments	Schedule of unrealized loss on investments Amortized Unrealized Fair December 31, 2023 Short-term investments $ 2,368,608 $ (405 ) $ 2,368,203 Total June 30, 2023 $ 2,368,608 $ (405 ) $ 2,368,203 December 31, 2022 Short-term investments $ 6,794,879 $ 36,313 $ 6,831,192 Total December 31, 2022 $ 6,794,879 $ 36,313 $ 6,831,192
Schedule of fair value, assets measured on recurring basis	Schedule of fair value, assets measured on recurring basis Carrying Value Level 1 Level 2 Level 3 December 31, 2023 U.S. Treasury Notes $ 2,368,203 $ 2,368,203 $ - $ - December 31, 2022 U.S. Treasury Notes $ 6,831,192 $ 6,831,192 $ - $ -
Schedule of antidilutive shares	Schedule of antidilutive shares Years Ended 2023 2022 Warrants 2,662,250 2,662,250 Stock options 2,281,879 - Total 4,944,129 2,662,250

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	12 Months Ended
ACCRUED EXPENSES (Tables)	Dec. 31, 2023
Payables and Accruals [Abstract]
Schedule of accrued expenses	Schedule of accrued expenses December 31, December 31, Accrued interest $ - $ 111,501 Accrued – other 21,954 2,321 Accrued settlement liabilities 89,330 336,000 Accrued bonuses 150,000 - Accrued research and development expense - 90,000 Total $ 261,284 $ 539,822

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)	12 Months Ended
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)	Dec. 31, 2023
Equity [Abstract]
Schedule of stock option award activity	Schedule of stock option award activity Number of Weighted Average Weighted Average Aggregate Outstanding December 31, 2022 - - - - Issued 2,281,879 $ 0.89 9.5 - Exercised - - - - Expired or cancelled - - - - Outstanding December 31, 2023 2,281,879 $ 0.89 9.5 $ -
Schedule of additional information about stock options	Schedule of additional information about stock options Exercise Price Outstanding Weighted Average Exercisable $ 0.89 2,281,879 9.5 587,248 2,281,879 9.5 587,248
Schedule of assumptions	Schedule of assumptions December 31, December 31, Volatility 99.0 % - % Expected dividends $ - $ - Risk-free interest rate 4.61 % - % Expected term (years) 9.5 -
Schedule of warrants	Schedule of warrants Number of Weighted Average Outstanding December 31, 2022 2,662,250 $ 4.15 Issued - - Exercised - - Expired or cancelled - - Outstanding December 31, 2023 2,662,250 $ 4.15
Summary information about warrants to purchase	Summary information about warrants to purchase Exercise Price Outstanding Weighted Average Weighted Average Exercisable $ 4.15 2,315,000 1.75 $ 4.15 2,315,000 $ 4.15 347,250 1.75 4.15 347,250 2,662,250 1.75 $ 4.15 2,662,250

LEASES (Tables)

LEASES (Tables)	12 Months Ended
LEASES (Tables)	Dec. 31, 2023
Leases
Schedule of lease cost	Schedule of lease cost Years Ended 2023 2022 Leases costs Operating lease costs $ 54,000 $ 54,000 Total lease costs $ 54,000 $ 54,000
Schedule of operating leases	Schedule of operating leases Classification December 31, December 31, Lease assets Operating lease cost ROU assets Assets $ 496 $ 6,171 Total lease assets $ 496 $ 6,171 Lease liabilities Operating lease liabilities, current Current liabilities $ 4,463 $ 50,797 Operating lease liabilities, non-current Liabilities - 4,463 Total lease liabilities $ 4,463 $ 55,260
Future minimum payments under non-cancelable leases for operating leases	Future minimum payments under non-cancelable leases for operating leases Fiscal Year Operating 2024 $ 4,496 Total future minimum lease payments 4,496 Amount representing interest (33 ) Present value of net future minimum lease payments $ 4,463
Schedule of additional information related to leases	Schedule of additional information related to leases Years Ended 2023 2022 Leases Weighted average remaining lease term 0.25 1.00 Weighted average discount rate 9.9 % 9.9 %

CONCENTRATION OF CREDIT RISK (T

CONCENTRATION OF CREDIT RISK (Tables)	12 Months Ended
CONCENTRATION OF CREDIT RISK (Tables)	Dec. 31, 2023
Risks and Uncertainties [Abstract]
Concentration of credit risk	Concentration of credit risk Customer A 25 % Customer B 19 % Customer C 18 % One customer, a related party, accounted for 90% Accounts Receivable Five customers accounted for 96% Customer A – related party 39 % Customer B 21 % Customer C 15 % Customer D 12 % Customer E 10 % Four customers accounted for 84% Customer A 29 % Customer B 20 % Customer C 20 % Customer D 15 %

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
INCOME TAXES (Tables)	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Deferred tax assets, liabilities	Deferred tax assets, liabilities Year Ended 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 3,504,000 $ 3,256,000 R&D costs 200,000 97,000 Stock-based compensation 215,000 23,000 Total deferred tax assets 3,919,000 3,376,000 Valuation allowance (3,919,000 ) (3,376,000 ) Net deferred tax assets $ - $ -
Schedule of effective income tax rate reconciliation	Schedule of effective income tax rate reconciliation 2023 2022 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit ( - ) ( - ) Non-deductible R&D costs 6 - Permanent differences 2 - Change in valuation allowance 12 25 Other 1 (4 ) Effective tax rate - % - %

NATURE OF THE ORGANIZATION AN_2

NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)	1 Months Ended
	Sep. 20, 2022	Dec. 31, 2023	Dec. 31, 2022
Warrant to purchase	2,315,000	2,662,250	2,662,250
Exercise price	$ 4.15	$ 4.15	$ 4.15
Proceeds from issuance of equity	$ 9,607,250
Investment		$ 96,000
Wider [Member]
Ownership percentage		52%
Nexalin [Member]
Ownership percentage		48%
Common Stock [Member]
Shares issued during the period	2,315,000
Warrant [Member]
Shares issued during the period	2,315,000
Warrant [Member] \| Underwriters [Member]
Shares issued during the period	347,250
Proceeds from issuance of warrants	$ 3,473
IPO [Member]
Shares issued during the period	2,315,000

LIQUIDITY AND GOING CONCERN (De

LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (77,038,049)	$ (72,389,340)
Loss from operation	(5,696,296)	(1,833,031)
Loss from operations	5,696,296	1,833,031
Cash flows from operations	(3,835,384)	$ (2,215,699)
Working capital deficit	$ 3,000,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Product Information [Line Items]
Total	$ 110,748	$ 1,321,357
UNITED STATES
Product Information [Line Items]
Total	107,134	113,541
CHINA
Product Information [Line Items]
Total	3,614	1,207,816
Device Sales [Member]
Product Information [Line Items]
Total		1,164,500
Licensing Fee [Member]
Product Information [Line Items]
Total	82,080	79,188
Royalty Fee [Member]
Product Information [Line Items]
Total		24,479
Equipment [Member]
Product Information [Line Items]
Total	27,299	26,778
Other [Member]
Product Information [Line Items]
Total	$ 1,369	$ 26,412

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	$ 98,970
Accumulated Amortization	(3,751)
Net Carring Value	95,219
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	98,970
Accumulated Amortization	(3,751)
Net Carring Value	$ 95,219

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Investments [Line Items]
Amortized Cost	$ 2,368,608	$ 6,794,879
Unrealized Gain (Loss)	(405)	36,313
Fair Value	2,368,203	6,831,192
Short-Term Investments [Member]
Schedule of Investments [Line Items]
Amortized Cost	2,368,608	6,794,879
Unrealized Gain (Loss)	(405)	36,313
Fair Value	$ 2,368,203	$ 6,831,192

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details 3) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Financial assets	$ 2,368,203	$ 6,831,192
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Financial assets	2,368,203	6,831,192
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Financial assets
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Financial assets

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details 4) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total	4,944,129	2,662,250
Warrant [Member]
Total	2,662,250	2,662,250

SUMMARY OF SIGNIFICANT ACCOUN_9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Deferred revenue	$ 0	$ 0
Writeoff accounts receivable	0	11,175
Allowance for doubtful accounts	0	0
Wrote down inventory	5,762	19,892
Amortization expense	3,751	0
Advertising and marketing expenses	11,214	21,149
Research and development costs	$ 1,922,000	$ 511,000

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued interest		$ 111,501
Accrued – other	21,954	2,321
Accrued settlement liabilities	89,330	336,000
Accrued bonuses	150,000
Accrued research and development expense		90,000
Total	$ 261,284	$ 539,822

NON-CONSOLIDATED JOINT VENTUR_2

NON-CONSOLIDATED JOINT VENTURE AND RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					1 Months Ended		12 Months Ended
	Jul. 02, 2023	Nov. 02, 2021	Feb. 04, 2021	May 09, 2018	Oct. 25, 2018	Oct. 19, 2018	Dec. 31, 2023	Dec. 31, 2022	Apr. 26, 2023	Mar. 17, 2023	Sep. 28, 2022
Related Party Transaction [Line Items]
Equity method investment							$ 96,000
New service agreement description							the Company and certain designated Wider shareholders entered into stock issuance agreements for the issuance of 450,000 shares of the Company’s common stock, and simultaneously with the execution of this service agreement, Wider invested $200,000 to the Company. During the year ended December 31, 2020, the Company issued 150,000 shares to affiliates of Wider in satisfaction of the obligation. The fair value of the 150,000 shares issued (less the invested $200,000 in cash) resulted in a charge to stock-based compensation of $550,000 and was recorded in selling, general and administrative expenses on the statement of operations and comprehensive loss. On July 13, 2023, the Company issued an additional 150,000 shares to certain designated Wider shareholders pursuant to the terms of the collaborative agreement between the Company and Wider. Under the terms of the collaborative agreement, designated shareholders of Wider are entitled to an additional 150,000 shares upon Wider’s achievement of certain milestones, which were considered probable of occurring during the twelve months ended December 31, 2023. As such, the company recognized the full $1,500,000 fair value of the remaining 300,000 shares during the twelve-month period ended December 31, 2023.
Interest rate			1%		100%
Maturity date			Feb. 04, 2026		Oct. 25, 2020
Interest payable							$ 168,245			$ 39,000
Outstanding amount								27,200	$ 34,500
Waived interest											$ 2,718
Lease payments							54,000	54,000
Loans Payable Officer [Member]
Related Party Transaction [Line Items]
Interest expense							18,000	13,500
Loans Payable [Member]
Related Party Transaction [Line Items]
Interest expense								15,643
Outstanding amount								200,000
Promissory Notes [Member]
Related Party Transaction [Line Items]
Interest expense							0	369
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Loans from related party		$ 200,000
Principal amount		$ 200,000
Interest rate		9%
Maturity date		Oct. 31, 2022
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Loans from related party						$ 10,000
Interest rate						5%
2023 Plan [Member]
Related Party Transaction [Line Items]
New service agreement description	In addition to the retention payments, stock awards and nonqualified option grants described above, Messrs. White and Nketiah are receiving cash compensation and each of Messrs. White and Nketiah are eligible for performance based cash bonuses. The 2023 performance-based milestones regarding Mr. White’s incentive compensation have been met for 2023, and he was awarded a cash bonus of $120,000 and 313,199 nonqualified stock options with a vesting date of July 1, 2024. The 2023 performance-based milestones regarding Mr. Nketiah’s incentive compensation have been met for 2023, and he was awarded a cash bonus of $50,000 and 218,121 nonqualified stock options with a vesting date of July 1, 2024.
Mr. White [Member]
Related Party Transaction [Line Items]
New service agreement description	Under the terms of his employment agreement, Mr. White is entitled to (i) a sign-on/retention bonus consisting of a one-time lump-sum payment of $50,000 and a grant of nonqualified stock options to purchase 1,387,024 shares of the Company’s common stock with an exercise price of $.894 per share subject to certain time and performance- and time-based vesting conditions.
Dr. Owens [Member]
Related Party Transaction [Line Items]
New service agreement description	Under the terms of his service agreement, Dr. Owens is entitled to (i) a sign-on/retention bonus consisting of a grant of nonqualified stock options to purchase 654,362 shares of the Company’s common stock with an exercise price of $.894 per share subject to certain time- and performance-based vesting conditions.
Mr. Nketiah [Member]
Related Party Transaction [Line Items]
New service agreement description	Under the terms of his employment agreement Mr. Nketiah is entitled to nonqualified stock option grants to purchase 100,671 shares of the Company’s common stock with an exercise price of $.894 subject to certain time- and performance-based vesting conditions.
Wider Come Limited [Member]
Related Party Transaction [Line Items]
Equity method investment							104,000
U.S. Asian Consulting Group, LLC [Member]
Related Party Transaction [Line Items]
Monthly payment				$ 10,000
Consulting expenses							120,000	120,000
Balance owed for accrued,unpaid services and expenses							$ 0	$ 260,000

LOANS PAYABLE (Details Narrativ

LOANS PAYABLE (Details Narrative) - USD ($)			1 Months Ended	12 Months Ended
LOANS PAYABLE (Details Narrative) - USD ($)	Feb. 04, 2021	Dec. 11, 2017	Oct. 25, 2018	Dec. 31, 2023	Dec. 31, 2022	Apr. 26, 2023	Mar. 17, 2023
Short-Term Debt [Line Items]
Notes payable	$ 22,916		$ 50,000
Maturity date	Feb. 04, 2026		Oct. 25, 2020
Interest rate	1%		100%
Outstanding amount					$ 27,200	$ 34,500
Accrued interest				$ 168,245			$ 39,000
Debt forgiveness					22,916
Interest expense				38,835	59,382
Legacy Ventures International Inc [Member]
Short-Term Debt [Line Items]
Maturity date		Dec. 31, 2017
Interest rate		4%
Outstanding amount				0	500,000
Accrued interest					115,000
Original Principal amount		$ 500,000			500,000
Interest expense				$ 20,000	20,000
Loans Payable [Member]
Short-Term Debt [Line Items]
Interest expense					15,643
Outstanding amount					$ 200,000

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT) (Details)	12 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT) (Details)	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance	2,281,879
Weighted Average Remaining Life In years	9 years 6 months
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance \| $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	2,281,879
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price \| $ / shares	$ 0.89
Weighted Average Remaining Life In years, Issued	9 years 6 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price \| $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price \| $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance	2,281,879
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance \| $ / shares	$ 0.89
Weighted Average Remaining Life In years	9 years 6 months

STOCKHOLDERS' EQUITY (DEFICIT_2

STOCKHOLDERS' EQUITY (DEFICIT) (Details 1)	12 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT) (Details 1)	Dec. 31, 2023 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Number of Options	2,281,879
Weighted Average Remaining Life In Years	9 years 6 months
Excercisable Number of Options	587,248
0.89
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 0.89
Outstanding Number of Options	2,281,879
Weighted Average Remaining Life In Years	9 years 6 months
Excercisable Number of Options	587,248

STOCKHOLDERS' EQUITY (DEFICIT_3

STOCKHOLDERS' EQUITY (DEFICIT) (Details 2)	12 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT) (Details 2)	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Volatility	99%
Expected dividends
Risk-free interest rate	4.61%
Expected term (years)	9 years 6 months

STOCKHOLDERS' EQUITY (DEFICIT_4

STOCKHOLDERS' EQUITY (DEFICIT) (Details 3)	12 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT) (Details 3)	Dec. 31, 2023 $ / shares shares
Equity [Abstract]
Number of Warrants Outstanding at beginning \| shares	2,662,250
Weighted Average Exercise Price, Warrants Outstanding at beginning \| $ / shares	$ 4.15
Warrants Issued \| shares
Weighted Average Exercise Price, Warrants Issued \| $ / shares
Warrants Exercised \| shares
Weighted Average Exercise Price, Warrants Exercised \| $ / shares
Warrants Expired or cancelled \| shares
Weighted Average Exercise Price, Warrants Expired or cancelled \| $ / shares
Number of Warrants Outstanding at end \| shares	2,662,250
Weighted Average Exercise Price, Warrants Outstanding at end \| $ / shares	$ 4.15

STOCKHOLDERS' EQUITY (DEFICIT_5

STOCKHOLDERS' EQUITY (DEFICIT) (Details 4) - $ / shares	12 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT) (Details 4) - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Sep. 20, 2022
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 4.15	$ 4.15	$ 4.15
Outstanding Number of Warrants	2,662,250	2,662,250	2,315,000
Weighted Average Remaining Life In Years	1 year 9 months
Weighted Average Exercise Price	$ 4.15
Exercisable Number of Warrants	2,662,250
4.15
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 4.15
Outstanding Number of Warrants	2,315,000
Weighted Average Remaining Life In Years	1 year 9 months
Weighted Average Exercise Price	$ 4.15
Exercisable Number of Warrants	2,315,000
4.15
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 4.15
Outstanding Number of Warrants	347,250
Weighted Average Remaining Life In Years	1 year 9 months
Weighted Average Exercise Price	$ 4.15
Exercisable Number of Warrants	347,250

STOCKHOLDERS_ EQUITY (DEFICIT_2

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 12, 2023	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of common stock			$ 8,545,270
Share based compensation		$ 0	$ 271,342
An Investor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of common stock issued		2,315,850
Proceeds from issuance of common stock		$ 8,545,270
Consultants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued for services rendered, shares		90,789
Outside Consultants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued for services rendered, shares		55,591
US Asian [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued for services rendered, shares		17,699
Board Of Directors [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued for services rendered, shares		17,499
Share based compensation		$ 270,670
Wider Come Limited [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share based compensation		$ 1,500,000
Number of shraes issued		150,000
Various Consultants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share based compensation	$ 642,029
Deferred Compensation Arrangement with Individual, Allocated Share-Based Compensation Expense	$ 642,029

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Accrued expenses description	The Company has accrued $40,000 and $300,000 on the audited consolidated balance sheets as of December 31, 2023 and 2022 respectively. The reduction in the amount accrued was recognized as other income on the consolidated statement of operations and comprehensive loss. The Company believes it has adequately accrued for this matter.

LEASES (Details)

LEASES (Details) - USD ($)	12 Months Ended
LEASES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases costs
Operating lease costs	$ 54,000	$ 54,000
Total lease costs	$ 54,000	$ 54,000

LEASES (Details 1)

LEASES (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating lease cost ROU assets	$ 496	$ 6,171
Total lease assets	496	6,171
Operating lease liabilities, current	4,463	50,797
Operating lease liabilities, non-current		4,463
Total lease liabilities	$ 4,463	$ 55,260

LEASES (Details 2)

LEASES (Details 2) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases
2024	$ 4,496
Total future minimum lease payments	4,496
Amount representing interest	(33)
Present value of net future minimum lease payments	$ 4,463	$ 55,260

LEASES (Details 3)

LEASES (Details 3)	Dec. 31, 2023	Dec. 31, 2022
Leases
Weighted average remaining lease term	3 months	1 year
Weighted average discount rate	9.90%	9.90%

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	12 Months Ended
LEASES (Details Narrative) - USD ($)	Dec. 31, 2023	Jan. 02, 2022
Leases
ROU asset		$ 11,359
Lease liability		$ 11,359
Weighted average incremental borrowing rate	9%

CONCENTRATION OF CREDIT RISK (D

CONCENTRATION OF CREDIT RISK (Details) - Customer Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue Benchmark [Member] \| Customer A [Member]
Concentration Risk [Line Items]
Revenue, percentage	25%
Revenue Benchmark [Member] \| Customer B [Member]
Concentration Risk [Line Items]
Revenue, percentage	19%
Revenue Benchmark [Member] \| Customer C [Member]
Concentration Risk [Line Items]
Revenue, percentage	18%
Accounts Receivable [Member] \| Customer A [Member]
Concentration Risk [Line Items]
Revenue, percentage	39%	29%
Accounts Receivable [Member] \| Customer B [Member]
Concentration Risk [Line Items]
Revenue, percentage	21%	20%
Accounts Receivable [Member] \| Customer C [Member]
Concentration Risk [Line Items]
Revenue, percentage	15%	20%
Accounts Receivable [Member] \| Customer D [Member]
Concentration Risk [Line Items]
Revenue, percentage	12%	15%
Accounts Receivable [Member] \| Customer E [Member]
Concentration Risk [Line Items]
Revenue, percentage	10%

CONCENTRATION OF CREDIT RISK _2

CONCENTRATION OF CREDIT RISK (Details Narrative) - Customer Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue Benchmark [Member] \| Three Customer [Member]
Concentration Risk [Line Items]
Revenue, percentage	62%
Revenue Benchmark [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Revenue, percentage		90%
Accounts Receivable [Member] \| Five Customer [Member]
Concentration Risk [Line Items]
Revenue, percentage	96%
Accounts Receivable [Member] \| Four Customer [Member]
Concentration Risk [Line Items]
Revenue, percentage		84%

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 3,504,000	$ 3,256,000
R&D costs	200,000	97,000
Stock-based compensation	215,000	23,000
Total deferred tax assets	3,919,000	3,376,000
Valuation allowance	(3,919,000)	(3,376,000)
Net deferred tax assets

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	12 Months Ended
INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal statutory blended income tax rates	(21.00%)	(21.00%)
State statutory income tax rate, net of federal benefit	(0.00%)	(0.00%)
Non-deductible R&D costs	$ 6
Permanent differences	2%
Change in valuation allowance	12%	25%
Other	1%	(4.00%)
Effective tax rate	(0.00%)	(0.00%)

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carry-forwards	$ 16,700
Increase in valuation allowance	$ 543	$ 416

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	Mar. 07, 2024
Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse split description	The exact ratio of the reverse stock split would be within the 1-for-4 to 1-for-14 range, and, if enacted, will be determined by our Board and publicly announced by the Company prior to the effective time of the reverse stock split.

STOCKHOLDERS' EQUITY (DEFICIT) (Details 3)	12 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT) (Details 3)	Dec. 31, 2023 $ / shares shares
Equity [Abstract]
Number of Warrants Outstanding at beginning \| shares	2,662,250
Weighted Average Exercise Price, Warrants Outstanding at beginning \| $ / shares	$ 4.15
Warrants Issued \| shares
Weighted Average Exercise Price, Warrants Issued \| $ / shares
Warrants Exercised \| shares
Weighted Average Exercise Price, Warrants Exercised \| $ / shares
Warrants Expired or cancelled \| shares
Weighted Average Exercise Price, Warrants Expired or cancelled \| $ / shares
Number of Warrants Outstanding at end \| shares	2,662,250
Weighted Average Exercise Price, Warrants Outstanding at end \| $ / shares	$ 4.15