Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 25, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | E-Qure Corp. | |
Entity Central Index Key | 0001563536 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,546,060 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 193,878 | $ 18,278 |
Total current assets | 193,878 | 18,278 |
Other assets | ||
Total Assets | 193,878 | 18,278 |
Current liabilities: | ||
Accounts payable - trade | 4,050 | |
Accrued interest, related party | 1,564 | 1,564 |
Accrued salary, related party | 167,287 | 105,862 |
Accrued expenses | ||
Loan from shareholder, related party | 165,905 | 165,905 |
Total current liabilities | 334,756 | 277,381 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.00001 par value; 25,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized; and 34,546,060 issued and outstanding at March 31, 2020 and December 31, 2019 | 345 | 345 |
Additional paid in capital | 33,793,025 | 33,788,889 |
Stock payable | 291,976 | 21,000 |
Accumulated deficit | (34,226,224) | (34,069,337) |
Total stockholders' equity (deficit) | (140,878) | (259,103) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 193,878 | $ 18,278 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 34,546,060 | 34,546,060 |
Common stock, shares outstanding | 34,546,060 | 34,546,060 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | ||
Expenses | ||
General and administrative | 93,371 | 119,541 |
Research and development | 59,380 | 43,581 |
Total | 152,751 | 163,122 |
Other income (expenses) | ||
Interest expense | 4,136 | 930 |
Total expenses | 4,136 | 930 |
Loss from continuing operations before income taxes | (156,887) | (164,052) |
Income tax | ||
Net loss | $ (156,887) | $ (164,052) |
Basic and diluted net loss per share | $ 0 | $ 0 |
Weighted average number of common shares outstanding (basic and diluted) | 34,546,060 | 34,546,060 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Deficit [Member] | Stock Payable [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 345 | $ 33,781,881 | $ 21,000 | $ (33,632,525) | $ 170,701 |
Balance, shares at Dec. 31, 2018 | 34,546,060 | ||||
Imputed interest | 930 | 930 | |||
Net loss | (164,052) | (164,052) | |||
Balance at Mar. 31, 2019 | $ 345 | 33,782,811 | 21,000 | (33,796,577) | 7,579 |
Balance, shares at Mar. 31, 2019 | 34,546,060 | ||||
Balance at Dec. 31, 2019 | $ 345 | 33,788,889 | 21,000 | (34,069,337) | (259,103) |
Balance, shares at Dec. 31, 2019 | 34,546,060 | ||||
Imputed interest | 4,136 | 4,136 | |||
Stock payable | 270,976 | 270,976 | |||
Net loss | (156,887) | (156,887) | |||
Balance at Mar. 31, 2020 | $ 345 | $ 33,793,025 | $ 291,976 | $ (34,226,224) | $ (140,878) |
Balance, shares at Mar. 31, 2020 | 34,546,060 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (156,887) | $ (164,052) |
Adjustments required to reconcile net loss to cash used in operating activities: | ||
Imputed interest | 4,136 | 930 |
Changes in assets and liabilities: | ||
Increase (decrease) in accounts payable and accrued expenses | 57,375 | 19,819 |
Increase (decrease) in prepaid expenses and other assets | 4,882 | |
Cash provided by (used in) operating activities | (95,376) | (138,421) |
Cash flow from financing activities: | ||
Proceeds from stock payable | 270,976 | |
Cash provided by financing activities | 270,976 | |
Change in cash | 175,600 | (138,421) |
Cash - beginning of period | 18,278 | 390,495 |
Cash - end of period | $ 193,878 | $ 252,074 |
The Company and Significant Acc
The Company and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Significant Accounting Policies | 1. The Company and Significant Accounting Policies Organizational Background E-Qure Corp. (“EQURE” or the “Company”) is a Delaware corporation with offices in Israel. EQURE owns IP of innovate technology of wound healing device (BST). Basis of Presentation: The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Cash and Cash Equivalent For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of March 31, 2020 and December 31, 2019. Property and Equipment New property and equipment are recorded at cost. Property and equipment included in the bankruptcy proceedings and transferred to the Trustee had been valued at liquidation value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. Valuation of Long-Lived Assets We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. Stock Based Compensation Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. Fair Value of Financial Instruments FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At March 31, 2020 and December 31, 2019, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. Fair Value Measurements The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Other inputs that are observable, directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs. Level 3: Unobservable inputs are used when little or no market data is available, which requires the Company to develop its own assumptions about how market participants would value the assets or liabilities. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques in its assessment that maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents the Company’s financial assets and liabilities that are carried at fair value, classified according to the three categories described above: Fair Value Measurements at March 31, 2020 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2019 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended March 31, 2020 and December 31, 2019, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. Earnings per Common Share We compute net income (loss) per share in accordance with ASC 260, Earning per Share Income Taxes We have adopted ASC 740, Accounting for Income Taxes. We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. Uncertain Tax Positions The Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN No. 48”) which was effective for the Company on January 1, 2007. FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements. Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2009. We are not under examination by any jurisdiction for any tax year. At March 31, 2020, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48. Recent Accounting Pronouncements In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases. The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, lease with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for private companies and emerging growth public companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. During the year ended December 31, 2019, the Company assessed the impact this guidance had on its financial statements and concluded that at present ASU No. 2018-10 has no impact on its financial statements due to not having any commitment to stay in our property longer than a year. In May 2017, the FASB issued Update 2017-09 - Compensation - Stock Compensation (Topic 718): Effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Early adoption is permitted. In February 2017, FASB issued Update 2017-06 - Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting (a consensus of the Emerging Issues Task Force). Under Topic 960, investments in master trusts are presented in a single line item in the statement of net assets available for benefits. Similar guidance is not provided in Topic 962 or 965, which has resulted in diversity in practice. For each master trust in which a plan holds an interest, the amendments in this Update require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. Topics 960 and 962 require plans to disclose their percentage interest in the master trust and a list of the investments held by the master trust, presented by general type, within the plan’s financial statements. Stakeholders said that the disclosure can be misleading when the plan has a divided interest in the individual investments of the master trust (that is, when the plan has a specific, rather than a proportionate, interest in the master trust). The amendments in this Update remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments, which supplements the existing requirement to disclose the master trust’s balances in each general type of investments. Early adoption is permitted. In the opinion of management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three-month periods ended March 31, 2020 and 2019. All such adjustments are of a normal recurring nature. Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 2. Stockholders’ Equity Common Stock We are currently authorized to issue up to 500,000,000 shares of $0.00001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis. Issuances of Common Stock During the Period ended March 31, 2020: The Company did not issue any Common Stock during the three months ended March 31, 2020. Issuances of Common Stock in 2019: During the year ended December 31, 2019, we did not issue any restricted stock. Preferred Stock We are currently authorized to issue up to 25,000,000 shares of $0.00001 par value preferred stock. There are no preferred shares outstanding as of March 31, 2020 and December 31, 2019. Stock Options On January 1, 2015, the Company authorized the adoption of the 2015 Employee Incentive Plan. Stock Options and Warrants Granted Following is a table summarizing warrants outstanding and exercisable along with exercise price and range of remaining term. Name Description Grant Date of Options/Warrants Number of Options/Warrants Stock Price on Measurement Date Exercise Price of Options/Warrants Terms of Options/warrants Warrants Class A Shares for cash 09/05/2018 4,777,734 $ 0.08 $ 0.50 2 years Warrants Class B Shares for cash 09/05/2018 4,777,734 $ 0.08 $ 0.50 3 years Warrants Class A Debt conversion 07/01/2018 1,376,515 $ 0.07 $ 0.50 2 years Warrants Class B Debt conversion 07/01/2018 1,376,515 $ 0.07 $ 1.25 3 years Warrants Class C Debt conversion 07/01/2018 2,750,000 $ 0.07 $ 1.00 10 years Total 15,058,498 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 3. Notes Payable During the period ended March 31, 2020 and the year ended December 31, 2019, the Company received advances on outstanding notes for a total of $0 and $128,169, respectively, from a related party. As of March 31, 2020 and December 31, 2019, the Company had outstanding loans due to related parties of $165,905. March 31, 2020 December 31, 2019 Itsik Ben Yesha, CTO $ 137,736 $ 137,736 Investor, unrelated party $ 28,169 $ 28,169 |
Related Party Transactions not
Related Party Transactions not Disclosed Elsewhere | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions not Disclosed Elsewhere | 4. Related Party Transactions not Disclosed Elsewhere During the period ended March 31, 2020 year ended December 31, 2019, the Company received advances on outstanding notes for a total of $0 and $128,169, respectively, from a related party. As of March 31, 2020 and December 31, 2019, the Company had outstanding loans due to related parties of $165,905. During the three months ended, the Company received proceeds from stock subscriptions of $270,976. These stock subscriptions have been recorded as stock payable as the conversion ratio has not yet been determined. Itsik Ben Yesha, our CTO, invested $120,906 and unrelated investors invested $150,070. As of March 31, 2020 and December 31, 2019, we had accrued salaries of $167,287 and $105,862, respectively, due to three of our officers. As of March 31, 2020 and December 31, 2019, we had accrued interest of $1,564 due to Mr. Weissberg, who is the Company’s Chairman of the audit committee. The principal underlying the note was converted in 2014. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 6. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 7. Subsequent Events There were no subsequent events following the period ended March 31, 2020 through the date the financial statements were issued that would materially affect the financial statements. |
The Company and Significant A_2
The Company and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalent For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of March 31, 2020 and December 31, 2019. |
Property and Equipment | Property and Equipment New property and equipment are recorded at cost. Property and equipment included in the bankruptcy proceedings and transferred to the Trustee had been valued at liquidation value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. |
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. |
Stock Based Compensation | Stock Based Compensation Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments |
Accounting for Obligations and Instruments Potentially to be Settled in the Company's Own Stock | Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At March 31, 2020 and December 31, 2019, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. |
Fair Value Measurements | Fair Value Measurements The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Other inputs that are observable, directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs. Level 3: Unobservable inputs are used when little or no market data is available, which requires the Company to develop its own assumptions about how market participants would value the assets or liabilities. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques in its assessment that maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents the Company’s financial assets and liabilities that are carried at fair value, classified according to the three categories described above: Fair Value Measurements at March 31, 2020 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2019 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended March 31, 2020 and December 31, 2019, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. |
Earnings Per Common Share | Earnings per Common Share We compute net income (loss) per share in accordance with ASC 260, Earning per Share |
Income Taxes | Income Taxes We have adopted ASC 740, Accounting for Income Taxes. We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. |
Uncertain Tax Positions | Uncertain Tax Positions The Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN No. 48”) which was effective for the Company on January 1, 2007. FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements. Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2009. We are not under examination by any jurisdiction for any tax year. At March 31, 2020, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases. The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, lease with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for private companies and emerging growth public companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. During the year ended December 31, 2019, the Company assessed the impact this guidance had on its financial statements and concluded that at present ASU No. 2018-10 has no impact on its financial statements due to not having any commitment to stay in our property longer than a year. In May 2017, the FASB issued Update 2017-09 - Compensation - Stock Compensation (Topic 718): Effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Early adoption is permitted. In February 2017, FASB issued Update 2017-06 - Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting (a consensus of the Emerging Issues Task Force). Under Topic 960, investments in master trusts are presented in a single line item in the statement of net assets available for benefits. Similar guidance is not provided in Topic 962 or 965, which has resulted in diversity in practice. For each master trust in which a plan holds an interest, the amendments in this Update require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. Topics 960 and 962 require plans to disclose their percentage interest in the master trust and a list of the investments held by the master trust, presented by general type, within the plan’s financial statements. Stakeholders said that the disclosure can be misleading when the plan has a divided interest in the individual investments of the master trust (that is, when the plan has a specific, rather than a proportionate, interest in the master trust). The amendments in this Update remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments, which supplements the existing requirement to disclose the master trust’s balances in each general type of investments. Early adoption is permitted. In the opinion of management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three-month periods ended March 31, 2020 and 2019. All such adjustments are of a normal recurring nature. Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. |
The Company and Significant A_3
The Company and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the Company’s financial assets and liabilities that are carried at fair value, classified according to the three categories described above: Fair Value Measurements at March 31, 2020 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2019 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets and liabilities at fair value $ - $ - $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding and Exercisable | Following is a table summarizing warrants outstanding and exercisable along with exercise price and range of remaining term. Name Description Grant Date of Options/Warrants Number of Options/Warrants Stock Price on Measurement Date Exercise Price of Options/Warrants Terms of Options/warrants Warrants Class A Shares for cash 09/05/2018 4,777,734 $ 0.08 $ 0.50 2 years Warrants Class B Shares for cash 09/05/2018 4,777,734 $ 0.08 $ 0.50 3 years Warrants Class A Debt conversion 07/01/2018 1,376,515 $ 0.07 $ 0.50 2 years Warrants Class B Debt conversion 07/01/2018 1,376,515 $ 0.07 $ 1.25 3 years Warrants Class C Debt conversion 07/01/2018 2,750,000 $ 0.07 $ 1.00 10 years Total 15,058,498 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | March 31, 2020 December 31, 2019 Itsik Ben Yesha, CTO $ 137,736 $ 137,736 Investor, unrelated party $ 28,169 $ 28,169 |
The Company and Significant A_4
The Company and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash equivalents | ||
Estimated useful lives of assets | 5 years | |
Unrecognized tax benefits |
The Company and Significant A_5
The Company and Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total assets and liabilities at fair value | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Total assets and liabilities at fair value | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Total assets and liabilities at fair value | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Total assets and liabilities at fair value |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2020 | |
Equity [Abstract] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 34,546,060 | 34,546,060 |
Stock issued during period, shares, restricted stock | ||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares outstanding |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of Options/Warrants | shares | 15,058,498 |
Warrants Class A [Member] | |
Warrants, description | Shares for cash |
Grant Date of Options/Warrants | Sep. 5, 2018 |
Number of Options/Warrants | shares | 4,777,734 |
Stock Price on Measurement Date | $ 0.08 |
Exercise price of Options/Warrants | $ 0.50 |
Terms of Options/Warrants | 2 years |
Warrants Class B [Member] | |
Warrants, description | Shares for cash |
Grant Date of Options/Warrants | Sep. 5, 2018 |
Number of Options/Warrants | shares | 4,777,734 |
Stock Price on Measurement Date | $ 0.08 |
Exercise price of Options/Warrants | $ 0.50 |
Terms of Options/Warrants | 3 years |
Warrants Class A [Member] | |
Warrants, description | Debt conversion |
Grant Date of Options/Warrants | Jul. 1, 2018 |
Number of Options/Warrants | shares | 1,376,515 |
Stock Price on Measurement Date | $ 0.07 |
Exercise price of Options/Warrants | $ 0.50 |
Terms of Options/Warrants | 2 years |
Warrants Class B [Member] | |
Warrants, description | Debt conversion |
Grant Date of Options/Warrants | Jul. 1, 2018 |
Number of Options/Warrants | shares | 1,376,515 |
Stock Price on Measurement Date | $ 0.07 |
Exercise price of Options/Warrants | $ 1.25 |
Terms of Options/Warrants | 3 years |
Warrants Class C [Member] | |
Warrants, description | Debt conversion |
Grant Date of Options/Warrants | Jul. 1, 2018 |
Number of Options/Warrants | shares | 2,750,000 |
Stock Price on Measurement Date | $ 0.07 |
Exercise price of Options/Warrants | $ 1 |
Terms of Options/Warrants | 10 years |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Advances from outstanding loans | $ 0 | $ 128,169 |
Notes payable, outstanding | $ 165,905 | $ 165,905 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Notes payable | $ 165,905 | $ 165,905 |
Itsik BenYesha, CTO [Member] | ||
Notes payable | 137,736 | 137,736 |
Investor Unrelated Party [Member] | ||
Notes payable | $ 28,169 | $ 28,169 |
Related Party Transactions no_2
Related Party Transactions not Disclosed Elsewhere (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Advances from outstanding loans | $ 0 | $ 128,169 |
Notes payable, outstanding | 165,905 | 165,905 |
Proceeds from stock subscriptions | 270,976 | |
Itsik BenYesha, CTO [Member] | ||
Notes payable, outstanding | 137,736 | 137,736 |
Proceeds from investments | 120,906 | |
Unrelated Investors [Member] | ||
Proceeds from investments | 150,070 | |
Mr. Weissberg [Member] | ||
Accrued interest | 1,564 | 1,564 |
Officers [Member] | ||
Accrued salaries | $ 167,287 | $ 105,862 |