Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 27, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | Brain Scientific Inc. | ||
Document Type | 10-K | ||
Entity Central Index Key | 0001662382 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity File Number | 333-209325 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding | 19,380,460 | ||
Entity Public Float | $ 779,382 | ||
Entity Incorporation State Code | NV |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash | $ 261,436 | $ 163,563 |
Accounts receivable | 5,555 | |
Prepaid expenses and other current assets | 21,637 | 14,552 |
Prepaid expenses and other current assets - related party | 700 | |
TOTAL CURRENT ASSETS | 289,328 | 178,115 |
Property and equipment, net | 1,674 | 1,999 |
TOTAL ASSETS | 291,002 | 180,114 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 298,578 | 139,637 |
Accounts payable and accrued expenses - related party | 9,263 | 31,900 |
Notes payable | 50,000 | |
Convertible notes payable, net | 499,232 | |
Finance lease - short term | 6,377 | 5,454 |
Loans payable - related party | 323,084 | 50,000 |
TOTAL CURRENT LIABILITIES: | 1,186,534 | 226,991 |
Finance lease, net of current portion | 7,095 | |
TOTAL LIABILITIES | 1,186,534 | 234,086 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | ||
Common stock, $0.001 par value; 200,000,000 shares authorized, 19,380,460 and 19,205,624 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 19,381 | 19,206 |
Additional paid in capital | 2,756,798 | 2,595,034 |
Accumulated deficit | (3,672,077) | (2,668,212) |
Accumulated other comprehensive income | 366 | |
TOTAL STOCKHOLDERS' DEFICIT | (895,532) | (53,972) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 291,002 | $ 180,114 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 19,380,460 | 19,205,624 |
Common stock, shares outstanding | 19,380,460 | 19,205,624 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUE | $ 489,202 | $ 58,113 |
COST OF GOODS SOLD | 387,194 | 33,939 |
GROSS PROFIT | 102,008 | 24,174 |
SELLING, GENERAL AND ADMINISTRATIVE | ||
Research and development | 103,616 | 210,206 |
Professional fees | 255,332 | 271,718 |
Sales and marketing expenses | 95,165 | 93,190 |
Occupancy expenses | 85,771 | 58,301 |
General and administrative expenses | 532,312 | 675,882 |
TOTAL SELLING, GENERAL AND ADMINISTRATIVE | 1,072,196 | 1,309,297 |
LOSS FROM OPERATIONS | (970,188) | (1,285,123) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (32,922) | (159,165) |
Other income | 2,108 | 18,186 |
Other expense | (597) | |
Foreign currency transaction loss | (52) | |
TOTAL OTHER EXPENSE | (31,463) | (140,979) |
LOSS BEFORE INCOME TAXES | (1,001,651) | (1,426,102) |
PROVISION FOR INCOME TAXES | (2,214) | |
NET LOSS | (1,003,865) | (1,426,102) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation adjustment | 366 | |
TOTAL COMPREHENSIVE LOSS | $ (1,003,499) | $ (1,426,102) |
NET LOSS PER COMMON SHARE | ||
Basic and diluted | $ (0.05) | $ (0.11) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||
Basic and diluted | 19,236,380 | 12,471,618 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balance at Dec. 31, 2017 | $ 9,907 | $ 321,522 | $ (1,242,110) | $ (910,681) | |
Balance, shares at Dec. 31, 2017 | 9,906,526 | ||||
Fair value of warrants issued in connection with convertible debt | 2,604 | 2,604 | |||
Issuance of common stock for services | $ 106 | 5,042 | 5,148 | ||
Issuance of common stock for services, shares | 106,468 | ||||
Conversion of convertible notes and accrued interest to common stock | $ 5,688 | 2,269,362 | 2,275,050 | ||
Conversion of convertible notes and accrued interest to common stock, shares | 5,687,630 | ||||
Effect of reverse recapitalization | $ 3,505 | (3,496) | 9 | ||
Effect of reverse recapitalization, shares | 3,505,000 | ||||
Net loss | (1,426,102) | (1,426,102) | |||
Balance ending at Dec. 31, 2018 | $ 19,206 | 2,595,034 | (2,668,212) | (53,972) | |
Balance ending (in shares) at Dec. 31, 2018 | 19,205,624 | ||||
Fair value of stock options vested | 12,797 | 12,797 | |||
Fair value of warrants issued in connection with convertible debt | 130,768 | 130,768 | |||
Issuance of common stock for services | $ 175 | 17,546 | 17,721 | ||
Issuance of common stock for services, shares | 174,836 | ||||
Capital contribution and write off of related party accounts payable | 653 | 653 | |||
Foreign currency translation adjustment | 366 | 366 | |||
Net loss | (1,003,865) | (1,003,865) | |||
Balance ending at Dec. 31, 2019 | $ 19,381 | $ 2,756,798 | $ (3,672,077) | $ 366 | $ (895,532) |
Balance ending (in shares) at Dec. 31, 2019 | 19,380,460 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,003,865) | $ (1,426,102) |
Change in net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 1,330 | 656 |
Amortization of debt discount | 77,889 | |
Fair value of stock options vested | 12,797 | |
Common stock issued for services | 17,720 | 5,148 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,555) | |
Inventory | (7,085) | |
Other liabilities | (6,172) | (12,593) |
Prepaid expenses and other current assets | (700) | (3,570) |
Accounts payable and accrued expenses | 159,441 | 213,982 |
Accounts payable - related party | (22,637) | 31,900 |
NET CASH USED IN OPERATING ACTIVITIES | (854,726) | (1,112,690) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (1,005) | (1,143) |
NET CASH USED IN INVESTING ACTIVITIES | (1,005) | (1,143) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 630,000 | 964,120 |
Proceeds from note payable | 50,000 | |
Proceeds from related party loans | 273,084 | 50,000 |
Payments of related party loans | (34,252) | |
Capital contribution - related party | 154 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 953,238 | 979,868 |
Effect of exchange rate changes on cash | 366 | |
NET CHANGE IN CASH | 97,873 | (133,965) |
CASH AT BEGINNING OF THE YEAR | 163,563 | 297,528 |
CASH AT END OF THE YEAR | 261,436 | 163,563 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 3,615 | |
Cash paid for taxes | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Discounts related to warrants issued in connection with convertible debentures | 130,768 | 2,604 |
Conversion of convertible notes and accrued interest to common stock | 2,275,050 | |
Write off of related party accounts payable | $ 500 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Brain Scientific Inc. (the "Company"), was incorporated under the laws of the state of Nevada on November 18, 2013 under the name All Soft Gels Inc. The Company on September 21, 2018 acquired MemoryMD, Inc. ("MemoryMD"), a privately held Delaware corporation formed in February 2015. Upon completion of the acquisition, MemoryMD is treated as the surviving entity and accounting acquirer although the Company was the legal acquirer. Accordingly, the Company's historical financial statements are those of MemoryMD, the surviving entity and accounting acquirer. MemoryMD is a cloud computing, data analytics and medical device technology company in the NeuroTech and brain monitoring industries seeking to commercialize its EEG devices and caps. The Company is headquartered in New York, New York. Reverse Merger and Corporate Restructure On September 21, 2018, the Company entered into a merger agreement (the "Merger Agreement") with MemoryMD and AFGG Acquisition Corp. to acquire MemoryMD (the "Acquisition"). The transactions contemplated by the Merger Agreement were consummated on September 21, 2018 and, pursuant to the terms of the Merger Agreement, all outstanding shares of MemoryMD were exchanged for shares of the Company's common stock. Accordingly, the Company acquired 100% of MemoryMD in exchange for the issuance of shares of the Company's common stock and MemoryMD became the Company's wholly owned subsidiary. The Company issued an additional 4,083,252 shares of its common stock upon the automatic conversion at the closing of an aggregate of $1,507,000 principal amount plus accrued interest of outstanding convertible promissory notes issued by MemoryMD, and it further issued an additional 1,604,378 shares of its common stock upon the automatic conversion immediately subsequent to the closing of an aggregate of $640,000 principal amount plus accrued interest of outstanding convertible promissory notes issued by MemoryMD. Furthermore, as of the closing, Mr. Amer Samad, the sole director and executive officer until the consummation of the Acquisition, committed to tender for cancellation 6,495,000 shares of the Company's common stock as part of the conditions to closing, of which 6,375,000 have been cancelled at December 31, 2018 and 120,000 are expected to be cancelled as soon as practicable. Total shares issued as a result of the Acquisition was 13,421,752. The Acquisition has been accounted for as a reverse recapitalization of Brain Scientific by MemoryMD, but in substance as a capital transaction, rather than a business combination since Brain Scientific had nominal or no operations and assets prior to and as of the closing of the Acquisition. The transaction is deemed a reverse recapitalization and the accounting is similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets should be recorded. For accounting purposes, MemoryMD is treated as the surviving entity and accounting acquirer although Brain Scientific was the legal acquirer. Accordingly, the Company's historical financial statements are those of MemoryMD. All references to common stock, share and per share amounts have been retroactively restated to reflect the reverse recapitalization as if the transaction had taken place as of the beginning of the earliest period presented. Assignment and Assumption Agreement As of immediately prior to the closing of the Acquisition, the Company entered into an Assignment and Assumption Agreement with Chromium 24 LLC, pursuant to which Chromium 24 LLC assumed all of the Company's remaining assets and liabilities through the closing of the Acquisition. Accordingly, as of the closing of the Acquisition, Brain Scientific had no assets or liabilities other than the shares of MemoryMD acquired in the Acquisition. Name Change and Increase in Authorized Shares On September 18, 2018, the Company filed an amendment to its certificate of incorporation with the Nevada Secretary of State to change its name to Brain Scientific Inc. On September 18, 2018, FINRA approved of the name change as well as a ticker symbol change, which was effective as of September 19, 2018. In addition, the Company increased its authorized shares of common stock from 50,000,000 to 200,000,000 and created and authorized 10,000,000 shares of undesignated preferred stock. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP. Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation ("ASC 810"). The consolidated financial statements include the accounts of the Company and its subsidiaries, MemoryMD and MemoryMD - Russia. The operations of the newly formed 100% wholly owned subsidiary, MemoryMD – Russia, are included beginning April 1, 2019. All significant consolidated transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful life of property and equipment and assumptions used in the valuation of options and warrants. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2019 and December 31, 2018, the Company had no cash equivalents. The Company's cash is held with financial institutions, and the account balances may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions. As of December 31, 2019 and December 31, 2018, the Company had $11,436 and $0, respectively, in excess over the FDIC insurance limit. Property and Equipment Property and equipment are recorded at cost, less depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Expenditures for repair and maintenance are charged to operations as incurred. Property and equipment consisted of computer equipment, with an estimated useful life of three years. Convertible Notes Payable The Company has issued convertible notes, which contain variable conversion features, whereby the outstanding principal and accrued interest automatically convert into common shares at a fixed price which may be a discount to the common stock at the time of conversion. The conversion features of these notes are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606 Revenue from Contracts with Customers. This guidance requires an entity to recognize revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Once the steps are met, revenue is recognized, generally upon receiving a letter of acceptance from the customer. There has been no material effect on the Company's financial statements as a result of adopting Topic 606. The Company recognizes revenue from the sale of NeuroCaps, Universal as well as revenue from the sale of goods purchased through manufacturers of medical devices. All revenue for the year ended December 31, 2019 is from the sale of medical devices purchased from Neurotech, a related party. All revenue for the year ended December 31, 2018 was from the sale of NeuroCaps. Research and Development The Company expenses all research and development costs as they are incurred. Research and development includes expenditures in connection with in-house research and development salaries and staff costs, application and filing for regulatory approval of proposed products, regulatory and scientific consulting fees, as well as contract research, data collection, and monitoring, related to the research and development of the cloud infrastructure, data imaging, and proprietary products and technology. Research and development costs recognized in the statement of operations for the years ended December 31, 2019 and 2018 were $103,616 and $210,206, respectively. Sales and Marketing Advertising and marketing costs are expensed as incurred. Advertising and marketing costs recognized in the statement of operations for the years ended December 31, 2019 and 2018 were $95,165 and $93,190, respectively. Stock-based Compensation The Company measures and recognizes compensation expense for all stock-based payments at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options and warrants. Equity-based compensation expense is recorded in administrative expenses based on the classification of the employee or vendor. The determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Basic and Diluted Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. In the years ended December 31, 2019 and 2018, 1,502,250 and 402,250, respectively, of anti-dilutive securities were excluded from the computation. Fair Value of Financial Instruments The Company's financial instruments are measured and recorded at fair value based on inputs and assumptions that market participants would use in pricing an asset or a liability. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, management considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. Fair value is determined for assets and liabilities using a three-tiered value hierarchy into which these assets and liabilities are grouped based upon significant inputs as follows: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the lack of significance of the observable parameters to the overall fair value measurement. However, the fair value determination for Level 3 financial instruments may consider some observable market inputs. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The carrying values of cash, prepaid expenses and other current assets, convertible notes, accounts payable, loans payable and due to others approximate fair value due to the short-term nature of these items. The Company did not have any other Level 1, Level 2 or Level 3 assets or liabilities as of December 31, 2019 and December 31, 2018. Income Taxes The Company accounts for income taxes using the asset-and-liability method in accordance with ASC Topic 740, "Income Taxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the enactment date. A valuation allowance is recorded if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized in future periods. The Company follows the guidance in ASC Topic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense. As of December 31, 2019 and 2018, the Company had no unrecognized uncertain income tax positions. On December 22, 2017, the passage of legislation commonly referred to as the Tax Cuts and Jobs Act ("TCJA") was enacted and significantly revised the U.S. income tax law. The TCJA includes changes, which reduce the corporate income tax rate from 34% to 21% for years beginning after December 31, 2017. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued and allows a company to recognize provisional amounts when it does not have the necessary information available, prepared or analyzed, including computations, in reasonable detail to complete its accounting for the change in tax law. SAB 118 provides for a measurement of up to one year from the date of enactment. Recent Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board ("FASB") or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company's financial position or results of operations upon adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective January 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients and elected the following accounting policies related to this standard update: ● The option to not reassess prior conclusions related to the identification, classification and accounting for initial direct costs for leases that commenced prior to January 1, 2019. ● Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less. ● The option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles and work equipment. ● The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. The Company has inventoried all leases where the Company is a lessee as of the initial date of application and has examined other contracts with suppliers, vendors, customers and other outside parties to identify whether such contracts contain an embedded lease as defined under the new guidance. The Company's lease population comprises lease for corporate office space and a warehouse that are year-to-year basis with monthly rent ranging from approximately $200 to $3,200 and qualify under the practical expedient of short-term leases. The Company does not have exclusive rights of control to any assets in the customer and vendor contracts reviews and does not have any financing leases as of the date of adoption of ASC 842. As a result of the above, the adoption of ASC 842 did not have a material effect on the consolidated financial statements. The Company will review for the existence of embedded leases in future agreements In June 2018, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The adoption of this ASU did not have a material effect on the Company's consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern for a period of one year from the issuance of these financial statements. For the year ended December 31, 2019, the Company had $489,202 in revenues, a net loss of $1,003,865 and had net cash used in operations of $854,726. Additionally, as of December 31, 2019, the Company had working capital deficit, stockholders' deficit and accumulated deficit of $897,206, $895,532 and $3,672,077, respectively. It is management's opinion that these conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date of the issuance of these financial statements. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. Successful completion of the Company's development program and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company's patent applications and ultimately achieving a level of sales adequate to support the Company's cost structure. However, there can be no assurances that the Company will be able to secure additional equity investments or achieve an adequate sales level. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: December 31, 2019 December 31, 2018 Computer equipment $ 4,105 $ 3,100 Less: Accumulated depreciation (2,431 ) (1,101 ) Total $ 1,674 $ 1,999 Depreciation expense was $1,330 and $656 for the years ended December 31, 2019 and 2018, respectively. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE 2017 Debt Offering During the year ended December 31, 2017, the Company commenced a private offering (the "Bridge Financing Transaction") of up to $1,000,000, which was amended on September 19, 2017 to a maximum offering amount of $1,100,000 and amended again on April 4, 2018 to $1,500,000, pursuant to which the Company issued convertible notes totaling $1,087,500. The notes all have a maturity date of one year from the date of issuance and accrue interest at a rate of 8% per annum. In a qualified financing, reverse merger, change of control or an initial public offering ("Conversion Event"), the notes, including interest thereon, will automatically convert at $0.40 per share. Based on the terms of the conversion, the holders may receive a discount and is considered a contingent beneficial conversion feature. At the closing of the Conversion Event, the Company will recognize an expense related to the intrinsic value. The Company recorded $50,389 of accrued interest and has a total outstanding principal balance of $1,087,500 as of December 31, 2017. In January 2018 the Company issued an additional $97,000 convertible note payable to a third party. The funding of the note was comprised of the $50,000 loaned to the Company on December 28, 2017, plus additional cash proceeds of $47,000 on January 3, 2018. On April 24, 2018, the Company extended the maturity dates of all convertible notes issued during the year ended December 31, 2017 to the earlier of April 30, 2019 or the consummation of a qualified financing or other event pursuant to which the Conversion shares are to be issued. The Company issued 12 additional convertible notes payable to third parties in the aggregate principal amount of $962,500 from February through September 2018. The terms of the convertible note are substantially the same as the notes issued during the year ended December 31, 2017. On September 21, 2018 the outstanding principal balances of all of the convertible notes in the amount of $2,147,000 and $128,050 in accrued interest was converted into shares of the Company's common stock (see Note 9). The Company recorded a total debt discount of $122,615 related to all the above convertible notes. Amortization of the debt discount, which is recorded as interest expense, was $77,889 and $44,726 for the years ended December 31, 2018 and 2017, respectively. The discount related to the convertible notes was fully amortized on September 21, 2018 in relation to the conversion of the convertible notes to shares of the Company's common stock. January 2019 Debt Offering In January 2019, the Company commenced an offering of up to $500,000 pursuant to which the Company will issue convertible notes to investors. On January 18, 2019, February 5, 2019 and July 23, 2019, the Company issued three such convertible notes payable to three investors for $100,000, $130,000 and $150,000, respectively. The notes bear interest at a fixed rate of 10% per annum, computed based on a 360-day year and mature on the earlier of one year from the date of issuance or the consummation of an equity or equity-linked round of financing of the Company in excess of $1,000,000 ("Qualified Financing") or other event pursuant to which conversion shares are to be issued pursuant to the terms of the note. On February 28, 2020, the Company and the holder of the January 18, 2019 convertible note agreed to extend the maturity date of the January 18, 2019 convertible note to January 18, 2021. Also on February 28, 2020, the Company and the holder of the February 5, 2019 convertible note agreed to extend the maturity date of the February 5, 2019 convertible note to February 5, 2021. The notes are convertible into common stock of the Company following events on the following terms: with no action on the part of the note holder upon the consummation of a Qualified Financing, the debt will be converted to new round stock based on the product of the outstanding principal and accrued interest multiplied by 1.35, then divided by the accrual per share price of the new round common stock. If a change of control occurs or if the Company completes a firmly underwritten public offering of its common stock prior to the Qualified Financing the notes would, at the election of the holders of a majority of the outstanding principal of the notes, be either payable on demand as of the closing of such change of control or Initial Public Offering ('IPO") or convertible into shares of common stock immediately prior to such change of control transaction or IPO transaction at a price per share equal to the lesser of the per share value of the common stock as determined by the Company's Board of Directors or the per share consideration to be received by the holders of the common stock in such change of control or IPO transaction. Based on the terms of the conversion, the holders may receive a discount, and the notes are considered to have a contingent beneficial conversion feature. If conversion of the debt occurs, the Company will recognize an expense related to the intrinsic value. The Company recorded $28,043 of accrued interest and has a total outstanding principal balance of $380,000 as of December 31, 2019. In the event that the Company consummates a financing prior to the Maturity Date, other than a Qualified Financing, and the economic terms thereof are more favorable to the investors in such financing than the terms of the note, the note shall automatically be amended to reflect such more favorable economic terms. December 31, 2019 Securities Purchase Agreement On December 31, 2019, the Company entered into a Securities Purchase Agreement and issued and sold to a third party a Convertible Note in the original principal amount of $275,000 (the "Note"), and a warrant to purchase 100,000 shares of the Company's common stock (the "Warrant"). The aggregate purchase price received by the Company was $250,000 after an original issue discount of $25,000. A one-time interest charge of 8% was applied on December 31, 2019 and will be payable, along with the Principal, on July 31, 2020 (the "Maturity Date"), as may be extended at the option of the Investor. The unpaid outstanding principal amount and accrued and unpaid interest under the Note shall be convertible into shares of the Company's common stock at any time at the option of the Investor. The conversion price shall be equal to 80% multiplied by the price per share paid by the investors in the next capital raising transaction consummated by the Company in the amount of $1,000,000 or more (the "Qualified Financing"), subject to adjustments as provided in the Note. In the event the Investor elects to convert the Note prior to a Qualified Financing, the conversion price shall be the effective exercise price per share from time to time pursuant to the Warrant. At any time prior to the Maturity Date, upon 10 business days' notice to the Investor, the Company shall have the right to pre-pay the entire remaining principal amount of the Note subject to the pre-payment terms contained in the Note. The note is valued at face value and not considered a derivative since the Qualified Financing is at the control of the Company. The Company recorded $0 of accrued interest and has a total outstanding principal balance of $275,000 as of December 31, 2019. The Note contains a price-based anti-dilution provision, pursuant to which the conversion price of the Note shall be reduced upon the occurrence of certain dilutive issuances of Company securities as set forth in the Note. The conversion of the Note is also subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. In the event the Company, prior to the Maturity Date, issues any Security (as defined in the Note) with any term more favorable to the holder of such Security or with a term in favor of the holder of such Security that was not similarly provided to the Investor, then at the Investor's option such term shall become a part of the Note. The Company also agreed to provide piggy-back registration rights to the Investor pursuant to which the Company shall include all shares issuable upon conversion of the Note on the next registration statement the Company files with the Securities and Exchange Commission. The Note contains events of default which, among other things, entitle the Investor to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Upon the occurrence of any event of default, the Outstanding Balance shall immediately and automatically increase to 130% of the Outstanding Balance immediately prior to the event of default, and the conversion price of the Note shall be redefined to equal 65% of the lowest trade accruing during the 10 consecutive Trading Days (as defined in the Note) immediately preceding the applicable Conversion Date (as defined in the Note). Nickolay Kukekov, a director of the Company, and a third party, each has personally guaranteed the repayment of the Note. The Warrant has an exercise price of $1.25 per share (the "Exercise Price"), subject to adjustments as provided in the Warrant, and has a term of five years. The Warrant contains a price-based anti-dilution provision, pursuant to which the exercise price of the Warrant shall be reduced upon the occurrence of certain dilutive issuances of securities as set forth in the Warrant, with a corresponding increase in the number of shares underlying the Warrant if the dilutive event occurs during the first three years of the Warrant, and a cashless exercise provision. The exercise of the Warrant is subject to a beneficial ownership limitation of 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. The Company calculated the Warrants at fair value of $130,768 using the Monte Carlo model, which was recognized as a discount to the Note and is being amortized as interest expense over the remaining term of the notes. The Company recorded a total of $155,768 of debt discounts related to the above Note during the year ended December 31, 2019. Amortization of debt discount for the year ended December 31, 2019 was $0. |
PROMISSORY NOTE
PROMISSORY NOTE | 12 Months Ended |
Dec. 31, 2019 | |
Non Convertible Promissory Note [Abstract] | |
NON-CONVERTIBLE PROMISSORY NOTE | NOTE 6 – PROMISSORY NOTE On October 23, 2019, an investor of the Company subscribed for a promissory note (the "Note") and loaned to the Company $50,000. The Note bears interest at a fixed rate of 14% per annum, computed based on a 360-day year of twelve 30-day months, which interest will be payable quarterly until the Maturity Date. The principal amount and any accrued and unpaid interest due under the Note is payable on October 21, 2020. The Company recorded $1,360 of accrued interest and has a total outstanding principal balance of $50,000 as of December 31, 2019. The Note contains customary events of default, which, if uncured, entitle the Lender to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, its Note. |
OTHER LIABILITIES
OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | NOTE 7 – OTHER LIABILITIES In 2016, the Company recorded a liability in connection with the sale of two EEG machines as it provided a guarantee to the customer's financing company (See Note 2). In June 2017, the customer defaulted on its payments and an additional $19,107 was booked as a liability and recognized as a loss on the sale of the assets for interest and some taxes related to the transaction. As of December 31, 2019 and December 31, 2018, total liability to the financing company reflected in Other Liabilities is $6,377 and $12,549, respectively. Future minimum commitments related to the EEG liability consisted of the following at December 31, 2019: Years ended December 31, Amount (USD) 2020 6,377 Total $ 6,377 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS On May 9, 2017, the Company entered into a sublease agreement with Nano Graphene Inc., a company controlled by the Company's chairman and his affiliates. In the years ended December 31, 2019 and 2018 Nano Graphene paid rent of $0 and $10,626, respectively, for warehouse space the Company rents from a third party. The Company has recorded the payments as other income. During the year ended December 31, 2017, an entity controlled by Vadim Sakharov, the Company's then CEO and current President and CTO, provided a non-interest-bearing, no-term loan to the Company. The Company repaid that loan in full during the year ended December 31, 2018. During the year ended December 31, 2018, an entity controlled by Mr. Sakharov provided a $50,000 non-interest-bearing, no-term loan to the Company. As of December 31, 2019, and December 31, 2018, the balance was $50,000 and $50,000, respectively. During the year ended December 31, 2019, a company controlled by the Company's Mr. Sakharov provided an aggregate total of $5,530 in non-interest bearing, no-term loans to the Company. As of December 31, 2019, the balance was $5,530. During the years ended December 31, 2019 and 2018, the Company purchased an aggregate of $386,421 and $0 of medical devices for resale and distribution from Neurotech, a company that Mr. Sakharov is a shareholder and executive manager. During the years ended December 31, 2019 and 2018, the Company had expenses related to consulting fees of $0 and $83,377, respectively, to Mr. Sakharov. During the years ended December 31, 2019 and 2018, the Company had expenses related to research and development costs of $50,713 and $59,788, respectively, to an entity controlled by Mr. Sakharov. On September 1, 2018, the Company entered into a sublease agreement with a company controlled by the Company's Chairman, whereby the Company makes payments to the related party for shared office space. This lease was terminated on March 31, 2019. For the years ended December 31, 2019 and 2018, the Company made approximately $4,900 and $6,202, respectively, in rent payments to the related party. During the year ended December 31, 2019, an affiliate of Boris Goldstein, the Company's Chairman of the Board, provided an aggregate total of $50,000, in a non-interest-bearing, no-term loan to the Company. As of December 31, 2019, the balance was $50,000. During the year ended December 31, 2019, an affiliate of Nickolay Kukekov, a director of the Company, provided an aggregate total of $217,000 in non-interest-bearing, no-term loans to the Company. As of December 31, 2019, the balance was $217,000. During the years ended December 31, 2019 and 2018, the Company had expenses related to marketing and sales costs of $0 and $15,000, respectively, to entities controlled by the Company's Chairman. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company files corporate income tax returns in the United States (federal) and New York. The Company is subject to federal, state and local income tax examinations by tax authorities through inception. As of December 31, 2019 and 2018, the Company had federal and state net operating loss carry forwards of $3,617,000 and $2,655,000, respectively that may be offset against future taxable income which will begin to expire in 2035 through 2039. There was a foreign provision for income tax during the year ended December 31, 2019 and no provision or benefit for income taxes in 2018. The tax effects of temporary differences which give rise to deferred tax assets (liabilities) are summarized as follows: For the Years Ended 2019 2018 Net operating loss carry forwards $ 1,016,339 $ 746,028 Stock based compensation 3,596 - Depreciation (22 ) (41 ) Valuation allowance (1,019,913 ) (745,987 ) Net Deferred Tax Asset $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. Reconciliation of the statutory federal income tax to the Company's effective tax: For the Years Ended December 31, 2019 2018 % % Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 6.99 % 8.40 % Valuation allowance -27.70 % -29.40 % Provision for income taxes 0.30 % 0.00 % The Company's policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of December 31, 2019 and 2018 the Company had no unrecognized tax benefits. There were no changes in the Company's unrecognized tax benefits during the years ended December 31, 2019 and 2018. The Company did not recognize any interest or penalties during fiscal 2019 or 2018 related to unrecognized tax benefits. All tax years remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 10 – STOCKHOLDERS' DEFICIT Preferred Stock The Company has authorized 10,000,000 shares of undesignated preferred stock with a $0.001 par value. As of December 31, 2019, no preferred shares have been issued and these shares are considered blank check preferred shares with no terms, limitations, or rights associated with them. Common Stock The Company has authorized 200,000,000 shares of common stock with a $0.001 par value per share. The holders of common stock are entitled to one vote for each share of common stock held at the time of vote. As of December 31, 2019, the Company has deemed 19,380,460 shares outstanding or deemed outstanding. Shares Issued for Services On May 5, 2018, the Company entered into an agreement with a third-party consultant to provide services to the Company over an indefinite period until either party provides written notice of termination with thirty days notice. As compensation for such services, the Company has agreed to pay the consultant $75 an hour in cash and $75 an hour in shares of common stock with a monthly cap of $6,500 in cash and $6,500 a month in shares of common stock. The Company has additionally agreed to pay the consultant 1.5% of the gross revenue during the term of the agreement and six months after. On September 17, 2018, the agreement was amended related to services performed from July 1, 2018 through August 31, 2018. The Company has agreed to pay 10,134 shares of common stock for services performed during such time. The shares were valued at $0.05 per share or $734. No shares were earned prior to July 1, 2018. Commencing September 1, 2018, the May 5, 2018 consulting agreement shall be in accordance with the terms stated above and from September through December 31, 2018, the Company issued an additional 13,000 shares to the consultant at an average fair market value of $0.04 per share or $562. For services rendered from July 2018 through September 2018, the Company agreed to issue 70,000 shares of common stock to a consultant pursuant to an agreement dated October 10, 2018. The Company valued the shares at $0.04 per share based on fair market value or $3,290. No further compensation is due to this consultant. On August 8, 2018, the Company entered into a one-year agreement with an advisor for consulting services, as extended for an additional one-year period. Pursuant to the agreement, as amended, the Company has the right to pay $5,000 or issue the advisor a maximum of 6,667 shares of common stock on a quarterly basis, beginning the quarter ended December 31, 2018. The Company elected to issue 26,668 shares for the services provided during the year ended December 31, 2019 at an average value of $0.08 per share or $1,653. On August 28, 2018, the Company entered into a one-year agreement with an advisor for consulting services, as extended for an additional one-year period. Pursuant to the agreement, as amended, the Company has the right to pay $5,000 or issue the advisor a maximum of 6,667 shares of common stock on a quarterly basis, beginning the quarter ended December 31, 2018. The Company elected to issue 26,668 shares for the services provided during the year ended December 31, 2019 at an average value of $0.08 per share or $1,653. On September 1, 2019, the Company entered into a four-month agreement with an advisor for consulting services. Pursuant to the agreement, the Company shall pay the advisor 5,000 shares of common stock a month. As of December 31, 2019, the Company has issued 20,000 shares for services provided by the advisor at an average value of $0.10 per share or $2,000. On October 1, 2019, the Company entered into a three-month agreement with an advisor for consulting services. Pursuant to the agreement, the Company shall pay the advisor 4,000 shares of common stock a month. As of December 31, 2019, the Company has issued 4,000 shares at a value of $0.12 per share or $488. The agreement was terminated on October 31, 2019. On October 7, 2019, the Company entered into a three-month agreement with an advisor for consulting services. Pursuant to the agreement, the Company shall pay the advisor 7,500 shares of common stock a month. As of December 31, 2019, the Company has issued 22,500 shares at a value of $0.12 per share or $2,745. On December 4, 2019, the Company entered into an agreement with an advisor to memorialize certain services rendered to the Company. Pursuant to the terms of the agreement, in consideration for those services, the Company issued the advisor 75,000 shares of common stock. The shares were valued at $0.12 per share or $9,150. Shares issued for conversion of convertible debt During the year ended December 31, 2018, the Company issued 5,687,630 shares of its common stock at a conversion price of $0.40 as a result of the conversion of principal and interest in the aggregate amount of $2,275,050 underlying the outstanding convertible notes converted during the period. Warrants During the year ended December 31, 2018, cash consideration of $45,380 was paid and 167,875 warrants were issued to a third party on September 20, 2018 for services rendered in connection with the issuance of the convertible notes related to the Bridge Financing Transaction. During the year ended December 31, 2017 a total of 234,375 warrants were issued. The warrants are immediately exercisable upon issuance at a per share price of $0.40 and expire on September 20, 2023. The Company calculated the fair value of the warrants and recorded a total debt discount in the amount of $4,735 which was amortized through September 21, 2018, the date of the reverse merger. The fair value was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life 5 years, (ii) volatility of 78% - 86%, (iii) risk free rate of 2.27% - 2.90%, (iv) dividend rate of zero, (v) stock price of $0.05, and (vi) exercise price of $0.40. During the year ended December 31, 2019, in connection with the Securities Purchase Agreement (see Note 4), the company issued 100,000 warrants to a third party. The warrants were accounted for as a discount to the December 31, 2019 convertible note and therefor fair-valued using the Monte Carlo model with the following assumptions: - The stock price of $0.1208 would fluctuate with an annual volatility - The projected volatility curve was based on historical volatility of comparable companies for the valuation period and the remaining term of the warrants. The volatility used was 85.2%. - The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and a constant volatility, starting with market prices. - The warrants are exercised at maturity, December 31, 2024, by the holder if they are in the money based on the adjusted exercise price (adjusted for full ratchet reset events). - The warrants have a fixed $1.25 exercise price subject to full ratchet reset provisions. Capital raising events triggering a reset to 100% of the projected stock price (no discount to the market) are projected for the warrants on 6/30/20, 6/30/21 and 6/30/22. - The cash flows are discounted to net present values using risk free rates. Discount rates were based on risk free rates in effect based on the remaining term. The following table summarized the warrant activity for the years ended December 31, 2019 and 2018: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2017 234,375 $ 0.40 5.00 $ - Granted 167,875 $ 0.40 5.00 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2018 402,250 $ 0.40 4.72 $ - Granted 100,000 1.25 5.00 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2019 502,250 $ 0.57 3.98 $ - Exercisable, December 31, 2019 502,250 $ 0.57 3.98 $ - Options On January 14, 2019, the Board of Directors approved the issuance of options to purchase an aggregate of 800,000 and 200,000 share of common stock to Boris Goldstein and Vadim Sakharov, respectively. The options have an exercise price of $0.75 per share which will vest over a 24-month period as follows: 25% (or 200,000 and 50,000, respectively) shall vest six months after the grant date with the remaining options will vest on a monthly basis at a rate of 1/24 th On January 25, 2019, the Company appointed Jesse W. Crowne as the Company's new Chief Executive Officer. In connection with this appointment, the Company and Mr. Crowne entered into an employment agreement effective as of January 25, 2019. As part of his compensation, Mr. Crowne received options to purchase 800,000 shares of the Company's common stock at an exercise price of $0.75 per share, of which 200,000 vest on the one year anniversary of the date of grant and the remaining 600,000 shares vest ratably on a quarterly basis over the following two years. The options will expire January 25, 2029. Under certain circumstances, the Company would be obligated to grant options to purchase an additional 200,000 shares at substantially similar terms. The fair value of $13,714 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life 10 years, (ii) volatility of 77%, (iii) risk free rate of 2.76% (iv) dividend rate of zero, (v) stock price of $0.042, and (vi) exercise price of $0.75. On May 31, 2019, Mr. Crowne resigned as Chief Executive Officer, and in November 2019 he resigned as a director of the Company's Board. As a result of his resignation as Chief Executive Officer, his options were cancelled. The fair value of the stock option expense was amortized over the vesting period and a total of $2,366 was recorded through the date resignation. The following table summarized the option activity for the year ended December 31, 2019: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance Outstanding, December 31, 2018 - $ - - $ - Granted 1,800,000 0.75 10 - Forfeited (800,000 ) - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2019 1,000,000 $ 0.75 9.05 $ - Exercisable, December 31, 2019 625,000 $ 0.75 9.05 $ - For future periods, the remaining value of the stock options totaling approximately $6,680 will be amortized into the statement of operations consistent with the period for which the services will be rendered. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 11 – CONCENTRATIONS In the year ending December 31, 2019, the Company purchased 99.84% of its medical devices for resale and distribution from Neurotech, a company that Vadim Sakharov is a shareholder and executive manager. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Financial Advisory Agreement On February 1, 2017, the Company entered into a one-year agreement with a third party to act as the Company's exclusive financial advisor (the "Financial Advisor"). In consideration for services, the Company will pay a cash fee equal to 8% of the total amount of capital received by the Company from institutions and 10% of the total amount of capital received by the Company from retail. With the exception of the Bridge Private Placement Transaction, the Company will also pay a cash amount, representing a non-accountable expense allowance payable immediately upon closing of a financing equal to 3% of the aggregate gross proceeds raised in the transactions from retail. In addition to the cash consideration, the Company will also issue warrants to purchase common stock to the Financial Advisor in an amount equal to 10% of the number of shares of common stock purchased by the investors and that the investors obtain a right to acquire through purchase, conversion or exercise of convertible securities issued by the Company. Those warrants will be immediately exercisable at the price per share at which the investor can acquire the common stock. On February 5, 2018, the agreement was amended to extend the exclusivity period another 12 months through February 1, 2019, all other terms and conditions of the agreement remained the same. Operating Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective January 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients and elected the following accounting policies related to this standard update: ● The option to not reassess prior conclusions related to the identification, classification and accounting for initial direct costs for leases that commenced prior to January 1, 2019. ● Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less. ● The option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles and work equipment. ● The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. As a result of the above, the adoption of ASC 842 did not have a material effect on the consolidated financial statements. The Company will review for the existence of embedded leases in future agreements. The Company has inventoried all leases where the Company is a lessee as of the initial date of application and has examined other contracts with suppliers, vendors, customers and other outside parties to identify whether such contracts contain an embedded lease as defined under the new guidance. The Company's lease population comprises lease for corporate office space and a warehouse that are year-to-year basis with monthly rent ranging from approximately $200 to $3,200 and qualify under the practical expedient of short-term leases. The Company does not have exclusive rights of control to any assets in the customer and vendor contracts reviews and does not have any financing leases as of the date of adoption of ASC 842. The Company conducts its U.S. operations from one office located in New York, NY. Beginning September 1, 2018, the Company entered into a six-month agreement from September 1, 2018 through February 28, 2019 at $1,598 per month. The Company continues to rent this location on a month to month basis at a rate of $1,750 per month. In March 2019, the Company rented an additional office at this location at a rate of $1,700 per month, which was terminated on June 30, 2019. Beginning September 1, 2018, the Company entered into a one-year lease agreement with a related party (see Note 5). The Company is paying the related party one half of the $3,000 monthly rent or $1,500 per month, plus expenses. This lease was terminated on March 31, 2019. Beginning January 2, 2019, the Company entered into a 12-month lease agreement ending December 31, 2019, with a third party in Russia. The Company is paying rent at a rate of 17,200 Rubles ($272) per month. Beginning June 1, 2019, the Company entered into a 10-month lease agreement ending March 31, 2020 with a third party in Russia. The Company is paying rent at a rate of 12,000 Rubles ($190) per month. Additionally, the Company also rents a warehouse. Beginning December 1, 2018, the Company entered into a 6-month warehouse rental agreement for $2,980 per month. The lease was renewed on June 1, 2019 for an additional year ending May 31, 2020, for $3,171 per month. Total rent expense for the years ended December 31, 2019 and 2018 was $85,771 and $58,301, respectively. Equity Incentive Plan As of September 21, 2018, the Company's board of directors adopted, and stockholders approved the 2018 Equity Incentive Plan (the "2018 Plan"). The 2018 Plan has a 10-year term, which terminates on the day prior to the 10 th |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS In accordance with ASC 855 "Subsequent Events," Company management reviewed all material events through the date this report was issued and the following subsequent events took place. Employee Agreements On March 25, 2020, effective retroactive to January 30, 2020, the Company entered into an employment agreement with Boris Goldstein pursuant to which Mr. Goldstein received 800,000 options to purchase shares of the Company's common stock. The options vest ratably on a quarterly basis over the following two years. On March 25, 2020, effective retroactive to January 30, 2020, the Company entered into an employment agreement with Vadim Sakharov pursuant to which Mr. Sakharov will receive an annual salary of $60,000. Non-Convertible Promissory Note On February 21, 2020, a third party loaned the Company $20,000, evidenced by a non-convertible promissory note (the "Note").The Note bears interest at a fixed rate of 12% per annum, computed based on a 360-day year of twelve 30-day months, which interest will be payable quarterly until the Maturity Date. The principal amount and any accrued and unpaid interest due under the Note is payable on July 1, 2020 (the "Maturity Date"). The Note contains customary events of default, which, if uncured, entitle the Lender to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Extension of Existing Convertible Promissory Notes On February 28, 2020, the Company entered into allonges to extend the maturity date of certain existing Convertible Promissory Notes of the Company (each, a "Note"). The Allonge relating to the Note in the principal amount of $130,000, provides for the maturity date thereof to be extended to February 5, 2021, subject to earlier conversion pursuant to the terms of such Note. The Allonge relating to the Note in the principal amount of $100,000, provides for the maturity date thereof to be extended to January 18, 2021, subject to earlier conversion pursuant to the terms of such Note. Other than as set forth in each Allonge, the terms of the Notes remain the same. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP. |
Principles of Consolidation | Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation ("ASC 810"). The consolidated financial statements include the accounts of the Company and its subsidiaries, MemoryMD and MemoryMD - Russia. The operations of the newly formed 100% wholly owned subsidiary, MemoryMD – Russia, are included beginning April 1, 2019. All significant consolidated transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful life of property and equipment and assumptions used in the valuation of options and warrants. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2019 and December 31, 2018, the Company had no cash equivalents. The Company's cash is held with financial institutions, and the account balances may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions. As of December 31, 2019 and December 31, 2018, the Company had $11,436 and $0, respectively, in excess over the FDIC insurance limit. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Expenditures for repair and maintenance are charged to operations as incurred. Property and equipment consisted of computer equipment, with an estimated useful life of three years. |
Convertible Notes Payable | Convertible Notes Payable The Company has issued convertible notes, which contain variable conversion features, whereby the outstanding principal and accrued interest automatically convert into common shares at a fixed price which may be a discount to the common stock at the time of conversion. The conversion features of these notes are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606 Revenue from Contracts with Customers. This guidance requires an entity to recognize revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Once the steps are met, revenue is recognized, generally upon receiving a letter of acceptance from the customer. There has been no material effect on the Company's financial statements as a result of adopting Topic 606. The Company recognizes revenue from the sale of NeuroCaps, Universal as well as revenue from the sale of goods purchased through manufacturers of medical devices. All revenue for the year ended December 31, 2019 is from the sale of medical devices purchased from Neurotech, a related party. All revenue for the year ended December 31, 2018 was from the sale of NeuroCaps. |
Research and Development | Research and Development The Company expenses all research and development costs as they are incurred. Research and development includes expenditures in connection with in-house research and development salaries and staff costs, application and filing for regulatory approval of proposed products, regulatory and scientific consulting fees, as well as contract research, data collection, and monitoring, related to the research and development of the cloud infrastructure, data imaging, and proprietary products and technology. Research and development costs recognized in the statement of operations for the years ended December 31, 2019 and 2018 were $103,616 and $210,206, respectively. |
Sales and Marketing | Sales and Marketing Advertising and marketing costs are expensed as incurred. Advertising and marketing costs recognized in the statement of operations for the years ended December 31, 2019 and 2018 were $95,165 and $93,190, respectively. |
Stock-based Compensation | Stock-based Compensation The Company measures and recognizes compensation expense for all stock-based payments at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options and warrants. Equity-based compensation expense is recorded in administrative expenses based on the classification of the employee or vendor. The determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. In the years ended December 31, 2019 and 2018, 1,502,250 and 402,250, respectively, of anti-dilutive securities were excluded from the computation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments are measured and recorded at fair value based on inputs and assumptions that market participants would use in pricing an asset or a liability. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, management considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. Fair value is determined for assets and liabilities using a three-tiered value hierarchy into which these assets and liabilities are grouped based upon significant inputs as follows: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the lack of significance of the observable parameters to the overall fair value measurement. However, the fair value determination for Level 3 financial instruments may consider some observable market inputs. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The carrying values of cash, prepaid expenses and other current assets, convertible notes, accounts payable, loans payable and due to others approximate fair value due to the short-term nature of these items. The Company did not have any other Level 1, Level 2 or Level 3 assets or liabilities as of December 31, 2019 and December 31, 2018. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset-and-liability method in accordance with ASC Topic 740, "Income Taxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the enactment date. A valuation allowance is recorded if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized in future periods. The Company follows the guidance in ASC Topic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense. As of December 31, 2019 and 2018, the Company had no unrecognized uncertain income tax positions. On December 22, 2017, the passage of legislation commonly referred to as the Tax Cuts and Jobs Act ("TCJA") was enacted and significantly revised the U.S. income tax law. The TCJA includes changes, which reduce the corporate income tax rate from 34% to 21% for years beginning after December 31, 2017. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued and allows a company to recognize provisional amounts when it does not have the necessary information available, prepared or analyzed, including computations, in reasonable detail to complete its accounting for the change in tax law. SAB 118 provides for a measurement of up to one year from the date of enactment. |
Recent Issued Accounting Pronouncements | Recent Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board ("FASB") or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company's financial position or results of operations upon adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective January 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients and elected the following accounting policies related to this standard update: ● The option to not reassess prior conclusions related to the identification, classification and accounting for initial direct costs for leases that commenced prior to January 1, 2019. ● Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less. ● The option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles and work equipment. ● The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. The Company has inventoried all leases where the Company is a lessee as of the initial date of application and has examined other contracts with suppliers, vendors, customers and other outside parties to identify whether such contracts contain an embedded lease as defined under the new guidance. The Company's lease population comprises lease for corporate office space and a warehouse that are year-to-year basis with monthly rent ranging from approximately $200 to $3,200 and qualify under the practical expedient of short-term leases. The Company does not have exclusive rights of control to any assets in the customer and vendor contracts reviews and does not have any financing leases as of the date of adoption of ASC 842. As a result of the above, the adoption of ASC 842 did not have a material effect on the consolidated financial statements. The Company will review for the existence of embedded leases in future agreements In June 2018, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The adoption of this ASU did not have a material effect on the Company's consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, 2019 December 31, 2018 Computer equipment $ 4,105 $ 3,100 Less: Accumulated depreciation (2,431 ) (1,101 ) Total $ 1,674 $ 1,999 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of future minimum commitments | Years ended December 31, Amount (USD) 2020 6,377 Total $ 6,377 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | For the Years Ended 2019 2018 Net operating loss carry forwards $ 1,016,339 $ 746,028 Stock based compensation 3,596 - Depreciation (22 ) (41 ) Valuation allowance (1,019,913 ) (745,987 ) Net Deferred Tax Asset $ - $ - |
Schedule of reconciliation of the statutory federal income tax | For the Years Ended December 31, 2019 2018 % % Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 6.99 % 8.40 % Valuation allowance -27.70 % -29.40 % Provision for income taxes 0.30 % 0.00 % |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of warrant activity | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2017 234,375 $ 0.40 5.00 $ - Granted 167,875 $ 0.40 5.00 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2018 402,250 $ 0.40 4.72 $ - Granted 100,000 1.25 5.00 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2019 502,250 $ 0.57 3.98 $ - Exercisable, December 31, 2019 502,250 $ 0.57 3.98 $ - |
Schedule of option activity | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance Outstanding, December 31, 2018 - $ - - $ - Granted 1,800,000 0.75 10 - Forfeited (800,000 ) - - - Exercised - - - - Expired - - - - Balance Outstanding, December 31, 2019 1,000,000 $ 0.75 9.05 $ - Exercisable, December 31, 2019 625,000 $ 0.75 9.05 $ - |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | Sep. 21, 2018 | Sep. 18, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Organization and Nature of Operations (Textual) | ||||
Debt conversion, converted Instrument, shares issued | 5,687,630 | |||
Debt conversion, original debt, amount (in dollars) | $ 2,275,050 | |||
Stock repurchase program, number of shares authorized to be repurchased | 6,495,000 | |||
Stock repurchased and retired during period, shares | 6,375,000 | |||
Stock repurchase program, remaining number of shares authorized to be repurchased | 120,000 | |||
Business acquisition, equity interest issued or issuable, number of shares | 13,421,752 | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Effective date | Sep. 19, 2018 | |||
Minimum [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Common stock, shares authorized | 50,000,000 | |||
Maximum [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Common stock, shares authorized | 200,000,000 | |||
Memory MD [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Equity method investment, ownership percentage | 100.00% | |||
Memory MD [Member] | Automatic Conversion Immediately Subsequent To Closing [Member] | Principal And Accrued Interest Of Promissory Note Issued By Memory MD [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Debt conversion, converted Instrument, shares issued | 1,604,378 | |||
Debt conversion, original debt, amount (in dollars) | $ 640,000 | |||
Memory MD [Member] | Automatic Conversion At Closing [Member] | Principal And Accrued Interest Of Promissory Note Issued By Memory MD [Member] | ||||
Organization and Nature of Operations (Textual) | ||||
Debt conversion, converted Instrument, shares issued | 4,083,252 | |||
Debt conversion, original debt, amount (in dollars) | $ 1,507,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Significant Accounting Policies (Textual) | |||
Professional Fees | $ 255,332 | $ 271,718 | |
Cash, FDIC Insured Amount | 250,000 | ||
Cash, Uninsured Amount | 11,436 | 0 | |
Research and Development Expense | 103,616 | 210,206 | |
Selling and Marketing Expense | $ 95,165 | $ 93,190 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 1,502,250 | 402,250 | |
Tax benefit percentage | 0.30% | 0.00% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | |
Operating Leases, Rent Expense | $ 85,771 | $ 58,301 | |
Right-of-use assets and liabilities leases term | 12 months | ||
Computer Equipment [Member] | |||
Significant Accounting Policies (Textual) | |||
Useful Lives | 3 years | ||
Minimum [Member] | |||
Significant Accounting Policies (Textual) | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Operating Leases, Rent Expense | $ 200 | ||
Maximum [Member] | |||
Significant Accounting Policies (Textual) | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | ||
Operating Leases, Rent Expense | $ 3,200 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Going Concern (Textual) | |||
Revenues | $ 489,202 | $ 58,113 | |
Net loss | (1,003,865) | (1,426,102) | |
Net cash used in operation activity | (854,726) | (1,112,690) | |
Working capital deficit | 897,206 | ||
Stockholders' deficit | (895,532) | (53,972) | $ (910,681) |
Accumulated deficit | $ (3,672,077) | $ (2,668,212) |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Less: Accumulated depreciation | $ (2,431) | $ (1,101) |
Total | 1,674 | 1,999 |
Computer equipment [Member] | ||
Total | $ 4,105 | $ 3,100 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,330 | $ 656 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) | Jul. 23, 2019USD ($) | Feb. 05, 2019USD ($) | Jan. 18, 2019USD ($) | Apr. 04, 2018USD ($) | Jan. 03, 2018USD ($) | Jan. 31, 2019USD ($) | Sep. 19, 2017USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($)Number$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Oct. 23, 2019USD ($) | Sep. 21, 2018USD ($) | Jan. 31, 2018USD ($) | Dec. 28, 2017USD ($) |
Convertible Notes Payable (Textual) | |||||||||||||||
Proceeds from convertible debt | $ 50,000 | ||||||||||||||
Accrued interest | 1,360 | ||||||||||||||
Outstanding principal balance | 50,000 | ||||||||||||||
Convertible loan amount | $ 50,000 | ||||||||||||||
Additional cash proceeds | 630,000 | 964,120 | |||||||||||||
Amortization of debt discount | $ 77,889 | ||||||||||||||
Warrant purchase | shares | 502,250 | 402,250 | 234,375 | ||||||||||||
Warrant exercise price per share | $ / shares | $ 0.57 | $ 0.40 | |||||||||||||
Debt discounts | $ 4,735 | ||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||
Debt Instrument, interest rate, stated percentage | 10.00% | ||||||||||||||
December 31, 2019 Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||
Convertible notes payable, description | The conversion price shall be equal to 80% multiplied by the price per share paid by the investors in the next capital raising transaction consummated by the Company in the amount of $1,000,000 or more (the “Qualified Financing”), subject to adjustments as provided in the Note. In the event the Investor elects to convert the Note prior to a Qualified Financing, the conversion price shall be the effective exercise price per share from time to time pursuant to the Warrant. At any time prior to the Maturity Date, upon 10 business days’ notice to the Investor, the Company shall have the right to pre-pay the entire remaining principal amount of the Note subject to the pre-payment terms contained in the Note. The note is valued at face value and not considered a derivative since the Qualified Financing is at the control of the Company. The Company recorded $0 of accrued interest and has a total outstanding principal balance of $275,000 as of December 31, 2019. | ||||||||||||||
Principle amount | $ 275,000 | ||||||||||||||
Amortization of debt discount | 0 | ||||||||||||||
Original issue discount | $ 25,000 | ||||||||||||||
Warrant purchase | shares | 100,000 | ||||||||||||||
Purchase price received | $ 250,000 | ||||||||||||||
Interest charge in percentage | 8.00% | ||||||||||||||
Beneficial ownership percentage | 4.99% | ||||||||||||||
Outstanding balance percentage | 130.00% | ||||||||||||||
Conversion price redefined | 65.00% | ||||||||||||||
Trading days | Number | 10 | ||||||||||||||
Warrant exercise price per share | $ / shares | $ 1.25 | ||||||||||||||
Debt discounts | $ 155,768 | ||||||||||||||
Warrants fair value | $ 130,768 | ||||||||||||||
Beneficial ownership percentage of warrant | 9.99% | ||||||||||||||
Maturity Date | Jul. 31, 2020 | ||||||||||||||
2017 Debt Offering [Member] | |||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||
Private offering | 1,000,000 | ||||||||||||||
Private offering, maximum amount | $ 1,500,000 | $ 1,100,000 | |||||||||||||
Proceeds from convertible debt | $ 1,087,500 | ||||||||||||||
Maturity term year | 1 year | ||||||||||||||
Accrued interest | $ 50,389 | ||||||||||||||
Outstanding principal balance | $ 1,087,500 | ||||||||||||||
Debt Instrument, interest rate, stated percentage | 8.00% | ||||||||||||||
Additional cash proceeds | $ 47,000 | ||||||||||||||
2017 Debt Offering [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||
Accrued interest | $ 128,050 | ||||||||||||||
Outstanding principal balance | $ 2,147,000 | ||||||||||||||
Convertible notes payable | $ 97,000 | ||||||||||||||
Convertible loan amount | $ 50,000 | ||||||||||||||
Principle amount | $ 962,500 | ||||||||||||||
Amortization of debt discount | $ 122,615 | ||||||||||||||
Interest expenses | $ 77,889 | $ 44,726 | |||||||||||||
January 2019 Debt Offering [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Convertible Notes Payable (Textual) | |||||||||||||||
Private offering, maximum amount | $ 500,000 | ||||||||||||||
Proceeds from convertible debt | $ 150,000 | $ 130,000 | $ 100,000 | ||||||||||||
Accrued interest | 28,043 | ||||||||||||||
Outstanding principal balance | $ 380,000 | ||||||||||||||
Convertible notes payable, description | The notes bear interest at a fixed rate of 10% per annum, computed based on a 360-day year and mature on the earlier of one year from the date of issuance or the consummation of an equity or equity-linked round of financing of the Company in excess of $1,000,000 (“Qualified Financing”) or other event pursuant to which conversion shares are to be issued pursuant to the terms of the note. |
PROMISSORY NOTE (Details Narrat
PROMISSORY NOTE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Oct. 23, 2019 | |
Non-Convertible Promissory Note (Textual) | ||
Loaned amount | $ 50,000 | |
Accrued interest | $ 1,360 | |
Outstanding principal balance | $ 50,000 | |
Description of non-convertible promissory note | The Note bears interest at a fixed rate of 14% per annum, computed based on a 360-day year of twelve 30-day months, which interest will be payable quarterly until the Maturity Date. |
OTHER LIABILITIES (Details)
OTHER LIABILITIES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
2020 | $ 6,377 | |
Total | $ 6,377 | $ 12,549 |
OTHER LIABILITIES (Details Narr
OTHER LIABILITIES (Details Narrative) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2017USD ($) | Dec. 31, 2016Number | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Other Liabilities (Textual) | ||||
Number of machines | Number | 2 | |||
Gain (loss) on sale of assets | $ 19,107 | |||
Other liabilities | $ 6,377 | $ 12,549 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction (Textual) | ||
Due to related parties | $ 323,084 | $ 50,000 |
Consulting fees | 255,332 | 271,718 |
Related to research and development costs | 103,616 | 210,206 |
Proceeds from related party debt | 273,084 | 50,000 |
Selling and marketing expense | 95,165 | 93,190 |
Board of Directors Chairman [Member] | ||
Related Party Transaction (Textual) | ||
Debt instrument, face amount | 50,000 | |
Due to related parties | 50,000 | |
Selling and marketing expense | 0 | 15,000 |
Board of Directors Chairman [Member] | Warehouse Space [Member] | ||
Related Party Transaction (Textual) | ||
Related party transaction, expenses from transactions with related party | 0 | 10,626 |
Sublease Agreement [Member] | Board of Directors Chairman [Member] | ||
Related Party Transaction (Textual) | ||
Related party transaction, amounts of transaction | 4,900 | 6,202 |
Chief Executive Officer [Member] | ||
Related Party Transaction (Textual) | ||
Debt instrument, face amount | 50,000 | |
Due to related parties | 50,000 | 50,000 |
Notes payable, related parties | 5,530 | |
Proceeds from related party debt | 5,530 | |
Medical devices for resale and distribution | 386,421 | 0 |
Affiliated Entity [Member] | ||
Related Party Transaction (Textual) | ||
Consulting fees | 0 | 83,377 |
Related to research and development costs | 50,713 | $ 59,788 |
Director [Member] | ||
Related Party Transaction (Textual) | ||
Notes payable, related parties | 217,000 | |
Proceeds from related party debt | $ 217,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carry forwards | $ 1,016,339 | $ 746,028 |
Stock based compensation | 3,596 | |
Depreciation | (22) | (41) |
Valuation allowance | (1,019,913) | (745,987) |
Net Deferred Tax Asset |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Statutory federal tax rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 6.99% | 8.40% |
Valuation allowance | (27.70%) | (29.40%) |
Provision for income taxes | 0.30% | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes (Textual) | ||
Operating loss carryforwards | $ 3,617,000 | $ 2,655,000 |
Operating loss carryforwards expiration, description | Future taxable income which will begin to expire in 2035 through 2039. |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Class Of Warrant Or Right [Roll Forward] | ||
Warrant outstanding at beginning | 402,250 | 234,375 |
Granted | 100,000 | 167,875 |
Forfeited | ||
Exercised | ||
Expired | ||
Warrant outstanding at ending | 502,250 | 402,250 |
Warrant exercisable at ending | 502,250 | |
Class Of Warrant Or Right, Weighted Average Exercise Price [Roll Forward] | ||
Warrant outstanding at beginning | $ 0.40 | |
Granted | 1.25 | $ 0.40 |
Forfeited | ||
Exercised | ||
Expired | ||
Warrant outstanding at ending | $ 0.57 | $ 0.40 |
Warrant exercisable at ending | 0.57 | |
Class of Warrant or Right, Weighted Average Remaining Contractual Term [Roll Forward] | ||
Warrant outstanding at beginning | 5 years | 5 years |
Granted | 5 years | |
Warrant outstanding at ending | 3 years 11 months 23 days | 4 years 8 months 19 days |
Warrant exercisable at ending | 3 years 11 months 23 days | |
Class Of Warrant Or Rights,Aggregate Intrinsic Value [Roll Forward] | ||
Warrant outstanding at beginning | ||
Granted | ||
Forfeited | ||
Exercised | ||
Expired | ||
Warrant outstanding at ending |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details 1) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Options, Outstanding [Roll Forward] | |
Option outstanding at beginning | shares | |
Granted | shares | 1,000,000 |
Forfeited | shares | (800,000) |
Exercised | shares | |
Expired | shares | |
Option outstanding at ending | shares | 1,000,000 |
Option exercisable at ending | shares | 625,000 |
Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Option outstanding at beginning | $ / shares | |
Granted | $ / shares | 0.75 |
Forfeited | $ / shares | |
Exercised | $ / shares | |
Expired | $ / shares | |
Option outstanding at ending | $ / shares | 0.75 |
Option exercisable at ending | $ / shares | $ 0.75 |
Options, Outstanding, Weighted Average Remaining Contractual Term [Roll Forward] | |
Granted | 10 years |
Option outstanding at ending | 9 years 18 days |
Option exercisable at ending | 9 years 18 days |
Options, Outstanding, Intrinsic Value [Roll Forward] | |
Option outstanding at beginning | $ | |
Granted | $ | |
Forfeited | $ | |
Exercised | $ | |
Expired | $ | |
Option outstanding at ending | $ |
STOCKHOLDERS' DEFICIT (Detail_2
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Dec. 04, 2019 | Oct. 07, 2019 | Oct. 02, 2019 | Sep. 02, 2019 | Jan. 25, 2019 | Jan. 14, 2019 | Aug. 28, 2018 | Aug. 08, 2018 | Sep. 30, 2018 | May 31, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 18, 2018 |
Stockholders' Deficit (Textual) | ||||||||||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, shares outstanding or deemed outstanding | 19,205,624 | 19,380,460 | 19,205,624 | |||||||||||||
Number of share issued for services | 75,000 | 70,000 | 13,000 | 10,134 | ||||||||||||
Value of share issued for services | $ 9,150 | $ 3,290 | $ 562 | $ 734 | $ 17,721 | $ 5,148 | ||||||||||
Share price (in dollars per share) | $ 0.12 | $ 0.04 | $ 0.05 | |||||||||||||
Option, exercise price (in dollars per share) | $ 0.75 | |||||||||||||||
Volatility rate | 85.20% | |||||||||||||||
Consultant, description of agreement | As compensation for such services, the Company has agreed to pay the consultant $75 an hour in cash and $75 an hour in shares of common stock with a monthly cap of $6,500 in cash and $6,500 a month in shares of common stock. The Company has additionally agreed to pay the consultant 1.5% of the gross revenue during the term of the agreement and six months after. | |||||||||||||||
Debt conversion, converted Instrument, shares Issued | 5,687,630 | |||||||||||||||
Debt conversion, original debt, value | $ 2,275,050 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (per share) | 0.40 | $ 0.40 | ||||||||||||||
Proceeds from Issuance of Warrants (in dollars) | $ 45,380 | |||||||||||||||
Class of warrant or rights, granted | 167,875 | |||||||||||||||
Amortization of debt issuance costs and discounts (in dollars) | $ 4,735 | |||||||||||||||
Exercise price of warrants (per share) | 0.40 | $ 0.57 | $ 0.40 | |||||||||||||
Warrants issued | 234,375 | |||||||||||||||
Warrant One [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Share price (in dollars per share) | 0.1208 | |||||||||||||||
Exercise price of warrants (per share) | $ 1.25 | |||||||||||||||
Expiration date | Dec. 31, 2024 | |||||||||||||||
Capital raising events, description | Capital raising events triggering a reset to 100% of the projected stock price (no discount to the market) are projected for the warrants on 6/30/20, 6/30/21 and 6/30/22. | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Share price (in dollars per share) | 0.05 | 0.05 | ||||||||||||||
Exercise price of warrants (per share) | $ 0.40 | $ 0.40 | ||||||||||||||
Expiration date | Sep. 20, 2023 | Sep. 20, 2023 | ||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Expected life (years) | 5 years | |||||||||||||||
Dividend rate | 0.00% | |||||||||||||||
Expected volatility rate, minimum | 78.00% | |||||||||||||||
Expected volatility rate, maximum | 86.00% | |||||||||||||||
Risk free interest rate, minimum | 2.27% | |||||||||||||||
Risk free interest rate, maximum | 2.90% | |||||||||||||||
Convertible Notes Payable One [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Class of warrant or rights, granted | 100,000 | |||||||||||||||
Option [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Remaining stock options will be amortized | $ 6,680 | |||||||||||||||
Board of Directors Chairman [Member] | Option [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Number of shares purchase for issuance of options | 800,000 | |||||||||||||||
Option, exercise price (in dollars per share) | $ 0.75 | |||||||||||||||
Vesting period | 24 months | |||||||||||||||
Description of options vesting period | 25% (or 200,000 and 50,000, respectively) shall vest six months after the grant date with the remaining options will vest on a monthly basis at a rate of 1/24th per month. | |||||||||||||||
Expiration date | Jan. 14, 2029 | |||||||||||||||
Aggregate fair value of options | $ 17,111 | |||||||||||||||
Expected life (years) | 10 years | |||||||||||||||
Volatility rate | 77.00% | |||||||||||||||
Risk free interest rate | 2.71% | |||||||||||||||
Dividend rate | 0.00% | |||||||||||||||
Stock price (in dollars per share) | $ 0.042 | |||||||||||||||
Exercise price (in dollars per share) | $ 0.75 | |||||||||||||||
Stock option expense | $ 10,432 | |||||||||||||||
Mr. Vadim Sakharov [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Number of common stock issued | 200,000 | |||||||||||||||
One-Year Agreement [Member] | Advisor [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Number of common stock issued | 5,000 | 6,667 | ||||||||||||||
Value of common stock issued | $ 6,667 | $ 5,000 | ||||||||||||||
Number of share issued for services | 26,668 | |||||||||||||||
Value of share issued for services | $ 1,653 | |||||||||||||||
Share price (in dollars per share) | $ 0.08 | |||||||||||||||
Four-Month Agreement [Member] | Advisor [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Number of common stock issued | 5,000 | |||||||||||||||
Number of share issued for services | 20,000 | |||||||||||||||
Value of share issued for services | $ 2,000 | |||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||
Three-Month Agreement [Member] | Advisor [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Number of common stock issued | 7,500 | 4,000 | ||||||||||||||
Number of share issued for services | 40,000 | |||||||||||||||
Value of share issued for services | $ 488 | |||||||||||||||
Share price (in dollars per share) | $ 0.12 | |||||||||||||||
Employment Agreement [Member] | Jesse W. Crowne [Member] | Option [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Number of shares purchase for issuance of options | 800,000 | |||||||||||||||
Option, exercise price (in dollars per share) | $ 0.75 | |||||||||||||||
Number of share vested on quarterly basis | 600,000 | |||||||||||||||
Vesting period | 2 years | |||||||||||||||
Expiration date | Jan. 25, 2029 | |||||||||||||||
Aggregate fair value of options | $ 13,714 | |||||||||||||||
Expected life (years) | 10 years | |||||||||||||||
Volatility rate | 77.00% | |||||||||||||||
Risk free interest rate | 2.76% | |||||||||||||||
Dividend rate | 0.00% | |||||||||||||||
Stock price (in dollars per share) | $ 0.042 | |||||||||||||||
Exercise price (in dollars per share) | $ 0.75 | |||||||||||||||
Stock option expense | $ 2,366 | |||||||||||||||
Employment Agreement [Member] | Jesse W. Crowne [Member] | Option [Member] | One Year Anniversary [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Number of option vested | 200,000 | |||||||||||||||
Three-Month Agreement [Member] | Advisor [Member] | ||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||
Number of share issued for services | 22,500 | |||||||||||||||
Value of share issued for services | $ 2,745 | |||||||||||||||
Share price (in dollars per share) | $ 0.12 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Concentrations (Textual) | |
Concentration, description | Company purchased 99.84% of its medical devices for resale and distribution from Neurotech, a company that Vadim Sakharov is a shareholder and executive manager. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jun. 02, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | Dec. 02, 2018 | Sep. 21, 2018 | Sep. 02, 2018 | Feb. 02, 2017 | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 |
Commitments and Contingencies (Textual) | |||||||||||
Rent expense, monthly rent | $ 85,771 | $ 58,301 | |||||||||
Total rent expense | $ 85,771 | $ 58,301 | |||||||||
Number options granted | 1,000,000 | ||||||||||
Number of option outstanding | 1,000,000 | ||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Plan term | 10-year | ||||||||||
Number of shares reserved for future issuance | 3,500,000 | ||||||||||
Number options granted | 800,000 | ||||||||||
Number of option outstanding | 1,000,000 | ||||||||||
One-Year Agreement [Member] | Board of Directors Chairman [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Lease terminated date | Mar. 31, 2019 | ||||||||||
Description of lease agreement | The Company is paying the related party one half of the $3,000 monthly rent or $1,500 per month, plus expenses. | ||||||||||
One-Year Agreement [Member] | Third Party [Member] | Institutions [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Percentage of cash fee | 8.00% | ||||||||||
One-Year Agreement [Member] | Third Party [Member] | Retail [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Percentage of cash fee | 10.00% | ||||||||||
Percentage of expense allowance payable | 3.00% | ||||||||||
One-Year Agreement [Member] | Investors [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Percentage of warrant | 10.00% | ||||||||||
Six-Month Agreement [Member] | NEW YORK | One Office [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Rent expense, monthly rent | $ 1,598 | ||||||||||
Monthly rental expense | $ 1,750 | ||||||||||
Six-Month Agreement [Member] | NEW YORK | Additional Office [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Monthly rental expense | $ 1,700 | ||||||||||
Lease terminated date | Jun. 30, 2019 | ||||||||||
12-Month Year Agreement [Member] | Third Party [Member] | RUSSIAN | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Monthly rental expense | $ 272 | ||||||||||
12-Month Year Agreement [Member] | Third Party [Member] | RUSSIAN | Rubles | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Monthly rental expense | $ 17,200 | ||||||||||
10-Month Year Agreement [Member] | Third Party [Member] | RUSSIAN | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Monthly rental expense | $ 190 | ||||||||||
10-Month Year Agreement [Member] | Third Party [Member] | RUSSIAN | Rubles | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Monthly rental expense | $ 12,000 | ||||||||||
Six Month Warehouse Rental Agreement [Member] | |||||||||||
Commitments and Contingencies (Textual) | |||||||||||
Monthly rental expense | $ 2,980 | ||||||||||
Description of lease agreement | The lease was renewed on June 1, 2019 for an additional year ending May 31, 2020, for $3,171 per month. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Feb. 28, 2020 | Feb. 21, 2020 | Mar. 25, 2020 |
Boris Goldstein [Member] | |||
Subsequent Events (Textual) | |||
Number of common stock issued | 800,000 | ||
Vadim Saharov [Member] | |||
Subsequent Events (Textual) | |||
Annual Salary | $ 60,000 | ||
Non-Convertible Promissory Note [Member] | |||
Subsequent Events (Textual) | |||
Debt instrument, face amount | $ 20,000 | ||
Interest rate | 12.00% | ||
Interest rate term | Computed based on a 360-day year of twelve 30-day months, which interest will be payable quarterly until the Maturity Date. | ||
Maturity Date | Jul. 1, 2020 | ||
Existing Convertible Promissory Note [Member] | |||
Subsequent Events (Textual) | |||
Maturity Date Description | Note in the principal amount of $130,000, provides for the maturity date thereof to be extended to February 5, 2021, subject to earlier conversion pursuant to the terms of such Note. | ||
Existing Convertible Promissory Note One [Member] | |||
Subsequent Events (Textual) | |||
Maturity Date Description | Note in the principal amount of $100,000, provides for the maturity date thereof to be extended to January 18, 2021, subject to earlier conversion pursuant to the terms of such Note. Other than as set forth in each Allonge, the terms of the Notes remain the same. |