Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jul. 06, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | E-Qure Corp. | |
Entity Central Index Key | 0001563536 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
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 | 2021 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 19,428 | $ 81,070 |
Total current assets | 19,428 | 81,070 |
Other assets | ||
Total Assets | 19,428 | 81,070 |
Current liabilities: | ||
Accounts payable | 2,996 | 2,996 |
Accrued interest, related party | 1,564 | 1,564 |
Accrued salary, related party | 337,536 | 309,456 |
Loan from shareholder, related party | 100,000 | 100,000 |
Loan from shareholder, unrelated party | 65,905 | 65,905 |
Total current liabilities | 508,001 | 479,921 |
Total liabilities | 508,001 | 479,921 |
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, 2021 and December 31, 2020, respectively. | 345 | 345 |
Additional paid in capital | 33,809,616 | 33,805,525 |
Stock payables | 615,939 | 494,891 |
Accumulated other comprehensive income (loss) | (15,790) | (17,919) |
Accumulated deficit | (34,898,683) | (34,681,693) |
Total stockholders' equity (deficit) | (488,573) | (398,851) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 19,428 | $ 81,070 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 and Co
Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | ||
Expenses: | ||
General and administrative | 105,790 | 93,371 |
Research and development | 104,567 | 59,380 |
Total | 210,357 | 152,751 |
Other income (expenses): | ||
Foreign currency transaction gain (loss) | (2,542) | |
Interest expense | (4,091) | (4,136) |
Total expenses | (6,633) | (4,136) |
Loss from continuing operations before income taxes | (216,990) | (156,887) |
Income tax | ||
Net loss | (216,990) | (156,887) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments | 2,129 | 214,861 |
Comprehensive income (loss) | $ (214,861) | |
Basic and diluted net loss per share | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding (basic and diluted) | 34,546,060 | 34,546,060 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Accumulated Deficit [Member] | Total Stockholders' Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2019 | $ 345 | $ 33,788,889 | $ 21,000 | $ (33,069,337) | $ (259,103) | |
Balance, shares at Dec. 31, 2019 | 34,546,060 | |||||
Stock payable | 270,976 | 270,976 | ||||
Imputed interest | 4,136 | 4,136 | ||||
Foreign currency adjustment | 214,861 | |||||
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 | |||||
Balance at Dec. 31, 2020 | $ 345 | 33,805,525 | 494,891 | (34,681,693) | (17,919) | (398,851) |
Balance, shares at Dec. 31, 2020 | 34,546,060 | |||||
Imputed interest | 4,091 | 4,091 | ||||
Foreign currency adjustment | 2,129 | 2,129 | ||||
Stock payable, related party | 121,048 | 121,048 | ||||
Net loss | (216,990) | (216,990) | ||||
Balance at Mar. 31, 2021 | $ 345 | $ 33,809,616 | $ 615,939 | $ (34,898,683) | $ (15,790) | $ (488,573) |
Balance, shares at Mar. 31, 2021 | 34,546,060 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (216,990) | $ (156,887) |
Adjustments required to reconcile net loss to cash used in operating activities: | ||
Imputed interest | 4,091 | 4,136 |
Changes in assets and liabilities: | ||
Increase (decrease) in accounts payable and accrued expenses | 28,080 | 57,375 |
Cash used in operating activities | (184,819) | (95,376) |
Cash flow from financing activities: | ||
Proceeds from stock payable - related party | 121,048 | 270,976 |
Cash provided by financing activities | 121,048 | 270,976 |
Foreign currency translation adjustments on cash and cash equivalents | 2,129 | |
Change in cash | (61,642) | 175,600 |
Cash - beginning of period | 81,070 | 18,278 |
Cash - end of period | 19,428 | 193,878 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income tax |
The Company and Significant Acc
The Company and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and December 31, 2020. 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, 2021 and December 31, 2020, 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, 2021 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, 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 $ - $ - $ - $ - 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, 2021 and December 31, 2020, 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. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. 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. We are not under examination by any jurisdiction for any tax year. At March 31, 2021, 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, 2020, 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. 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, 2021 | |
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, 2021: During the three-month period ended March 31, 2021, the Company received proceeds of $121,048 from a related party from 1,210,480 shares of common stock to be issued at $0.10 per share. 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, 2021. 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, 2021 and December 31, 2020. Stock Options On January 1, 2015, the Company authorized the adoption of the 2015 Employee Incentive Plan. Warrants Granted During the year ended December 31, 2018, the Company’s chief executive officers and chairman converted debt and accrued wages in the aggregate amount of $275,303 into Units consisting of a total of: (i) 2,753,030 restricted shares, 1,376,515 Class A Warrants exercisable to purchase 0.5 shares of common stock at $0.50 per shares for a period of 24 months and Class B Warrants exercisable to purchase 0.5 shares of common stock at $1.25 per shares for a period of 36 months, having the same terms as the Class A and Class B Warrants set forth in the Reg S Unit Offering, and 2,750,000 Class C Warrants exercisable to purchase one share of Common Stock at a price of $1.00 per Share. The warrants were valued at $385,552 using the Black- Scholes valuation model and were recorded for a total as loss on conversion on debt under additional paid in capital of $315,900. Following is a table summarizing warrants outstanding and exercisable along with exercise price. 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 The following table summarizes stock warrant activities for the three-months ended March 31, 2021 and 2020: Warrants Outstanding Balance as of December 31, 2019 15,058,498 Warrants granted - Warrants exercised - Warrants canceled and forfeited - Balance as of March 31, 2020 15,058,498 Warrants vested and exercisable as of March 31, 2020 15,058,498 Balance as of December 31, 2020 12,427,464 Warrants granted - Warrants exercised - Warrants Class A canceled and forfeited - Balance as of march 31, 2021 12,427,464 Warrants Class B and C vested and exercisable as of March 31, 2021 12,427,464 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 3. Notes Payable During period ended March 31, 2021 and 2020, the Company received no funds related to the issuance of notes. As of March 31, 2021 and December 31, 2020, the Company had outstanding loans due to related party of $100,000 and $65,905 due to an unrelated party. During period ended March 31, 2021 and 2020, the Company incurred imputed interest charges of $4,091 and $4,136, respectively. March 31, 2021 December 31, 2020 Itsik Ben Yesha, CTO $ 100,000 $ 100,000 Michael Cohan, unrelated party $ 65,905 $ 65,905 |
Related Party Transactions Not
Related Party Transactions Not Disclosed Elsewhere | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Not Disclosed Elsewhere | 4. Related Party Transactions not Disclosed Elsewhere During period ended March 31, 2021 and 2020, the Company received no funds related to the issuance of notes. As of March 31, 2021 and December 31, 2020, the Company had outstanding loans due to Itsik Ben Yesha, our CTO of $100,000. During the period ended March 31, 2021 and 2020, the Company incurred imputed interest charges of $2,466 and $2,466, respectively, related to the loans outstanding to Itsik Ben Yesha. As of March 31, 2021 and December 31, 2020, the Company owed $100,000 in notes payable to Itsik Ben Yesha, the CTO and a related party. During the three-month period ended March 31, 2021, the Company received proceeds of $121,048 from a related party from 1,210,480 shares of common stock to be issued at $0.10 per share. As of March 31, 2021 and December 31, 2020, we had accrued salaries of $337,536 and $309,456, respectively, due to three of our officers. As of March 31, 2021 and December 31, 2020, we had accrued interest of $1,564, due to Mr. Weissberg, who is the Company’s Chairman of the audit committee. The principal underlying the note was converted in 2014. |
Foreign Currency Translation
Foreign Currency Translation | 3 Months Ended |
Mar. 31, 2021 | |
Foreign Currency [Abstract] | |
Foreign Currency Translation | 5. Foreign currency translation The Company maintains its books and record in its local currency, Israeli Shekel ILS (“ILS”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of changes stockholders’ equity (deficit). Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: March 31, 2021 December 31, 2020 Current ISL: US$1 exchange rate 3.33 3.22 Average ISL: US$1 exchange rate 3.27 3.44 |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
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. Our future financing transactions may include the issuance of equity and/or debt securities. We may raise funds through additional private placements of equity or convertible debt. We do not have any arrangements with potential investors or lenders to provide us with any additional financing and there can be no assurance that any such additional financing will be available when required in order to proceed with the business plan. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 7. Subsequent Events There were no subsequent events following the period ended March 31, 2021 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, 2021 | |
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, 2021 and December 31, 2020. |
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, 2021 and December 31, 2020, 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, 2021 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, 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 $ - $ - $ - $ - 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, 2021 and December 31, 2020, 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. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. 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. We are not under examination by any jurisdiction for any tax year. At March 31, 2021, 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, 2020, 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. 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, 2021 | |
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, 2021 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, 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 $ - $ - $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding and Exercisable | Following is a table summarizing warrants outstanding and exercisable along with exercise price. 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 |
Schedule of Warrant Activity | The following table summarizes stock warrant activities for the three-months ended March 31, 2021 and 2020: Warrants Outstanding Balance as of December 31, 2019 15,058,498 Warrants granted - Warrants exercised - Warrants canceled and forfeited - Balance as of March 31, 2020 15,058,498 Warrants vested and exercisable as of March 31, 2020 15,058,498 Balance as of December 31, 2020 12,427,464 Warrants granted - Warrants exercised - Warrants Class A canceled and forfeited - Balance as of march 31, 2021 12,427,464 Warrants Class B and C vested and exercisable as of March 31, 2021 12,427,464 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | March 31, 2021 December 31, 2020 Itsik Ben Yesha, CTO $ 100,000 $ 100,000 Michael Cohan, unrelated party $ 65,905 $ 65,905 |
Foreign Currency Translation (T
Foreign Currency Translation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Foreign Currency [Abstract] | |
Schedule of Translation of Amounts from Local Currency | Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: March 31, 2021 December 31, 2020 Current ISL: US$1 exchange rate 3.33 3.22 Average ISL: US$1 exchange rate 3.27 3.44 |
The Company and Significant A_4
The Company and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash equivalents | |||
Property plant and equipment estimated useful assets | 5 years | ||
Stock payables | $ 615,939 | $ 494,891 | |
Number of stock issuable | 6,159,390 | ||
Warrants Class B and C vested and excercisable | 12,427,464 | 15,058,498 | |
Likelihood of unfavorable settlement, description | 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. | ||
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 ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Total assets and liabilities at fair value | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Total assets and liabilities at fair value | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Total assets and liabilities at fair value | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Total assets and liabilities at fair value |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||
Common stock, voting rights | All issued shares of common stock are entitled to vote on a 1 share/1 vote basis. | |||
Proceeds from stock payable, related party | $ 121,048 | $ 270,976 | ||
Stock issued during period, shares | 1,210,480 | |||
Share issued price per share | $ 0.10 | |||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares outstanding | ||||
Number of warrants exercisable, shares | 15,058,498 | 15,058,498 | ||
Warrants to purchase common stock, value | $ 385,552 | |||
Loss on debt settlement | $ 315,900 | |||
Chief Executive Officers and Chairman [Member] | ||||
Conversion of debt and accrued wages, value | $ 275,303 | |||
Number of restricted stock | 2,753,030 | |||
Chief Executive Officers and Chairman [Member] | Class A Warrants [Member] | ||||
Warrants to purchase common stock | 1,376,515 | |||
Number of warrants exercisable, shares | 0.5 | |||
Warrant exercise price | $ 0.5 | |||
Warrant exercisable term | 24 months | |||
Chief Executive Officers and Chairman [Member] | Class B Warrants [Member] | ||||
Number of warrants exercisable, shares | 0.5 | |||
Warrant exercise price | $ 1.25 | |||
Warrant exercisable term | 36 months | |||
Chief Executive Officers and Chairman [Member] | Class C Warrants [Member] | ||||
Warrants to purchase common stock | 2,750,000 | |||
Number of warrants exercisable, shares | 1 | |||
Warrant exercise price | $ 1 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Outstanding and Exercisable (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Options/Warrants | 15,058,498 | 15,058,498 |
Warrants Class A [Member] | ||
Warrants, Description | Shares for cash | |
Grant Date of Options/Warrants | Sep. 5, 2018 | |
Number of Options/Warrants | 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 | 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 | 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 | 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 | 2,750,000 | |
Stock Price on Measurement Date | $ 0.07 | |
Exercise Price of Options/Warrants | $ 1 | |
Terms of Options/Warrants | 10 years |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Warrant Activity (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity [Abstract] | ||
Warrants Outstanding, Beginning Balance | 12,427,464 | 15,058,498 |
Warrants Outstanding, Warrants granted | ||
Warrants Outstanding, Warrants exercised | ||
Warrants Outstanding, Warrants canceled and forfeited | ||
Warrants Outstanding, Warrants Class A canceled and forfeited | ||
Warrants Outstanding, Ending Balance | 12,427,464 | 15,058,498 |
Warrants Class B and C vested and excercisable Ending Balance | 12,427,464 | 15,058,498 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Advances from outstanding loans | |||
Loan from shareholder, related party | 100,000 | $ 100,000 | |
Loan from shareholder, unrelated party | 65,905 | $ 65,905 | |
Imputed interest | $ 4,091 | $ 4,136 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Related party | $ 100,000 | $ 100,000 |
Unrelated party | 65,905 | 65,905 |
Michael Cohan [Member] | ||
Unrelated party | 65,905 | 65,905 |
Itsik BenYesha, CTO [Member] | ||
Related party | $ 100,000 | $ 100,000 |
Related Party Transactions No_2
Related Party Transactions Not Disclosed Elsewhere (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Advances from outstanding loans | |||
Loan from shareholder, related party | 100,000 | $ 100,000 | |
Imputed interest | 4,091 | 4,136 | |
Proceeds from stock payable, related party | $ 121,048 | $ 270,976 | |
Stock issued during period, shares | 1,210,480 | ||
Share issued price per share | $ 0.10 | ||
Officers [Member] | |||
Accrued salaries | $ 337,536 | 309,456 | |
Accrued interest | $ 1,564 | ||
Itsik Ben Yesha, CTO [Member] | |||
Advances from outstanding loans | |||
Loan from shareholder, related party | 100,000 | 100,000 | |
Imputed interest | 2,466 | $ 2,466 | |
Notes payable, outstanding | $ 100,000 | 100,000 | |
Mr. Weissberg [Member] | |||
Accrued interest | $ 1,564 |
Foreign Currency Translation -
Foreign Currency Translation - Schedule of Translation of Amounts from Local Currency (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Current ISL: US$1 Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 3.33 | 3.22 |
Average ISL: US$1 Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 3.27 | 3.44 |