Document And Entity Information
Document And Entity Information | Jun. 30, 2020 |
Document Information Line Items | |
Entity Registrant Name | BRAIN SCIENTIFIC INC. |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 1 to Form S-1 (the “Post-Effective Amendment”) is being filed pursuant to Section 10(a)(3)of the Securities Act of 1933, as amended, to update the Registration Statement on Form S-1 (Registration Statement No. 333-2361 )(as amended, the “Initial Registration Statement “) which was declared effective on July 20, 2020 to include the information from the Registrant’s Form 10-Q for the quarter ended June 30, 2020 filed with the SEC on August 19, 2020 , to make certain changes to the Plan of Distribution section to reflect that the Company’s common stock is now quoted on the OTCQB and to otherwise update information contained herein. The SEC declared the Initial Registration Statement effective on July 20, 2020. No additional securities are being registered on this Post-Effective Amendment. All applicable registration fees have been paid. |
Entity Central Index Key | 0001662382 |
Entity Filer Category | Non-accelerated Filer |
Document Period End Date | Jun. 30, 2020 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Incorporation, State or Country Code | NV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 67,995 | $ 261,436 |
Accounts receivable | 6,528 | 5,555 |
Inventory | 371 | |
Prepaid expenses and other current assets | 9,628 | 21,637 |
Prepaid expenses and other current assets - related party | 700 | 700 |
TOTAL CURRENT ASSETS | 85,222 | 289,328 |
Property and equipment, net | 992 | 1,674 |
TOTAL ASSETS | 86,214 | 291,002 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 670,946 | 298,578 |
Accounts payable and accrued expenses - related party | 12,260 | 9,263 |
Notes payable | 70,000 | 50,000 |
Convertible notes payable, net | 630,209 | 499,232 |
Derivative liabilities | 1,993,239 | |
Finance lease - short term | 4,595 | 6,377 |
Loans payable - related party | 324,637 | 323,084 |
TOTAL CURRENT LIABILITIES: | 3,705,886 | 1,186,534 |
TOTAL LIABILITIES | 3,705,886 | 1,186,534 |
Commitments and contingencies | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | ||
Common stock, $0.001 par value; 200,000,000 shares authorized, 19,397,596 and 19,380,460 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 19,398 | 19,381 |
Additional paid in capital | 2,801,025 | 2,756,798 |
Accumulated deficit | (6,439,602) | (3,672,077) |
Accumulated other comprehensive income | (493) | 366 |
TOTAL STOCKHOLDERS’ DEFICIT | (3,619,672) | (895,532) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 86,214 | $ 291,002 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
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 | 19,397,596 | 19,380,460 |
Common stock, shares outstanding | 19,397,596 | 19,380,460 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
REVENUE | $ 86,659 | $ 75,376 | $ 220,504 | $ 77,626 |
COST OF GOODS SOLD | 62,832 | 47,042 | 167,814 | 47,042 |
GROSS PROFIT | 23,827 | 28,334 | 52,690 | 30,584 |
SELLING, GENERAL AND ADMINISTRATIVE | ||||
Research and development | 46,955 | 27,776 | 143,345 | 50,066 |
Professional fees | 93,465 | 40,102 | 217,073 | 151,175 |
Sales and marketing expenses | 47,585 | 12,006 | 88,169 | 59,798 |
Occupancy expenses | 10,992 | 23,690 | 22,630 | 45,750 |
General and administrative expenses | 178,512 | 120,286 | 387,147 | 321,527 |
TOTAL SELLING, GENERAL AND ADMINISTRATIVE | 377,509 | 223,860 | 858,364 | 628,316 |
LOSS FROM OPERATIONS | (353,680) | (195,526) | (805,674) | (597,732) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (1,182,619) | (10,971) | (1,636,235) | (19,024) |
Other income | 6,970 | 8,260 | ||
Change in fair market value of derivative liabilities | (286,598) | (333,817) | ||
Foreign currency transaction loss | 64 | (59) | ||
TOTAL OTHER EXPENSE | (1,462,183) | (10,971) | (1,961,851) | (19,024) |
LOSS BEFORE INCOME TAXES | (1,815,865) | (206,497) | (2,767,525) | (616,756) |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | (1,815,671) | (206,497) | (2,767,525) | (616,756) |
OTHER COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustment | 194 | 316 | (859) | 316 |
TOTAL COMPREHENSIVE LOSS | $ (2,167,344) | $ (206,181) | $ (2,768,384) | $ (616,440) |
NET LOSS PER COMMON SHARE | ||||
Basic and diluted (in Dollars per share) | $ (0.09) | $ (0.01) | $ (0.14) | $ (0.03) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||
Basic and diluted (in Shares) | 19,383,794 | 19,218,958 | 19,382,127 | 19,212,328 |
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, 2018 | $ 19,206 | $ 2,595,034 | $ (2,668,212) | $ (53,972) | |
Balance (in Shares) at Dec. 31, 2018 | 19,205,624 | ||||
Fair value of stock options vested | 4,334 | 4,334 | |||
Issuance of common stock for services | $ 13 | 547 | 560 | ||
Issuance of common stock for services (in Shares) | 13,334 | ||||
Net loss | (410,259) | (410,259) | |||
Balance at Mar. 31, 2019 | $ 19,219 | 2,599,915 | (3,078,471) | (459,337) | |
Balance (in Shares) at Mar. 31, 2019 | 19,218,958 | ||||
Fair value of stock options vested | 4,874 | 4,874 | |||
Issuance of common stock for services | $ 13 | 547 | 560 | ||
Issuance of common stock for services (in Shares) | 13,334 | ||||
Capital contribution - related party | 153 | 153 | |||
Foreign currency translation adjustment | 316 | 316 | |||
Net loss | (206,497) | (206,497) | |||
Balance at Jun. 30, 2019 | $ 19,232 | 2,605,489 | (3,284,968) | 316 | (659,931) |
Balance (in Shares) at Jun. 30, 2019 | 19,232,292 | ||||
Balance at Dec. 31, 2019 | $ 19,381 | 2,756,798 | (3,672,077) | 366 | (895,532) |
Balance (in Shares) at Dec. 31, 2019 | 19,380,460 | ||||
Fair value of stock options vested | 5,914 | 5,914 | |||
Issuance of common stock for services | $ 3 | 9,999 | 10,002 | ||
Issuance of common stock for services (in Shares) | 3,334 | ||||
Foreign currency translation adjustment | (1,053) | (1,053) | |||
Net loss | (951,660) | (951,660) | |||
Balance at Mar. 31, 2020 | $ 19,384 | 2,772,711 | (4,623,737) | (687) | (1,832,329) |
Balance (in Shares) at Mar. 31, 2020 | 19,383,794 | ||||
Balance at Dec. 31, 2019 | $ 19,381 | 2,756,798 | (3,672,077) | 366 | (895,532) |
Balance (in Shares) at Dec. 31, 2019 | 19,380,460 | ||||
Balance at Jun. 30, 2020 | $ 19,398 | 2,801,025 | (6,439,602) | (493) | (3,619,672) |
Balance (in Shares) at Jun. 30, 2020 | 19,397,596 | ||||
Balance at Mar. 31, 2020 | $ 19,384 | 2,772,711 | (4,623,737) | (687) | (1,832,329) |
Balance (in Shares) at Mar. 31, 2020 | 19,383,794 | ||||
Fair value of stock options vested | 8,038 | 8,038 | |||
Issuance of common stock for services | $ 14 | 20,276 | 20,290 | ||
Issuance of common stock for services (in Shares) | 13,802 | ||||
Foreign currency translation adjustment | 194 | 194 | |||
Net loss | (1,815,865) | (1,815,865) | |||
Balance at Jun. 30, 2020 | $ 19,398 | $ 2,801,025 | $ (6,439,602) | $ (493) | $ (3,619,672) |
Balance (in Shares) at Jun. 30, 2020 | 19,397,596 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,767,525) | $ (616,756) |
Change in net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 682 | 640 |
Amortization of debt discount and non-cash interest expense | 1,590,398 | 7,704 |
Change in fair value of derivative liabilities | 333,817 | |
Fair value of stock options vested | 13,952 | 9,208 |
Common stock issued for services | 30,292 | 1,120 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (973) | (6,332) |
Inventory | (371) | (609) |
Other liabilities | (1,782) | (2,906) |
Prepaid expenses and other current assets | 12,009 | (5,030) |
Accounts payable and accrued expenses | 372,369 | 63,817 |
Accounts payable - related party | 2,997 | (31,900) |
NET CASH USED IN OPERATING ACTIVITIES | (414,135) | (581,044) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (1,005) | |
NET CASH USED IN INVESTING ACTIVITIES | (1,005) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 200,000 | 230,000 |
Proceeds from note payable | 20,000 | 215,000 |
Capital contribution - related party | 153 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 220,000 | 445,153 |
Effect of exchange rate changes on cash | 694 | 316 |
NET CHANGE IN CASH | (193,441) | (136,580) |
CASH AT BEGINNING OF THE PERIOD | 261,436 | 163,563 |
CASH AT END OF THE PERIOD | 67,995 | 26,983 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 6,280 | |
Cash paid for taxes | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Financing fees payable to a related party related to the issuance of convertible debentures | 18,400 | |
Debt discount and derivative liability associated with convertible notes payable | $ 376,274 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2020 | |
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. 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. Unaudited Interim Financial Information The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of its balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2020. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 and December 31, 2019, 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 June 30, 2020, and December 31, 2019, the Company had $0 and $11,436, respectively, in excess over the FDIC insurance limit. I nventory Inventory consists of finished goods that are valued at lower of cost or market using the weighted average method. As of June 30, 2020, and December 31, 2019, the Company had inventory totaling $371 and $0, respectively. Property, Equipment and Depreciation 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. Depreciation expense was $682 and $640 for the six months ended June 30, 2020 and 2019, respectively. Depreciation expense was $341 for the three months ended June 30, 2020 and 2019. 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 at a discount to the common stock at the time of conversion. For certain notes, the conversion features are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. Derivative Instruments The Company evaluates its convertible notes and warrants to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. The Company utilizes the Monte Carlo Method that values the liability of the debt conversion feature derivative financial instruments and derivative warrants based on a probability of a down round event. The reason the Company selected the lattice binomial model is that in many cases there may be multiple embedded features or the features of the bifurcated derivatives may be so complex that a Black-Scholes valuation does not consider all of the terms of the instrument. Therefore, the fair value may not be appropriately captured by simple models. From time to time, certain of the Company’s embedded conversion features on debt and outstanding warrants have been treated as derivative liabilities for accounting purposes under ASC 815 due to insufficient authorized shares to fully settle conversion features of the instruments if exercised. In this case, the Company utilized the latest inception date sequencing method to reclassify outstanding instruments as derivative instruments. These contracts were recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled. 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 six months ended June 30, 2020 is from the sale of medical devices purchased from Neurotech, a related party. Research and Development Costs 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 six months ended June 30, 2020 and 2019 were $143,345 and $50,066, respectively. Research and development costs recognized in the statement of operations for the three months ended June 30, 2020 and 2019 were $46,955 and $27,776, respectively. Sales and Marketing Advertising and marketing costs are expensed as incurred. Advertising and marketing costs recognized in the statement of operations for the three months ended June 30, 2020 and 2019 were $47,585 and $12,006, respectively. Advertising and marketing costs recognized in the statement of operations for the six months ended June 30, 2020 and 2019 were $88,169 and $59,798, 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 six months ended June 30, 2020 4,239,954 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 non-performance. 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 or Level 2 assets or liabilities as of June 30, 2020 and the Company did not have any other Level 1, Level 2 or Level 3 assets or liabilities as of December 31, 2019. Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of June 30, 2020. Liabilities Amounts at Fair Value Level 1 Level 2 Level 3 Derivative liability – conversion feature $ 215,947 $ - $ - $ 215,947 Derivative liability - warrants 1,777,292 - - 1,777,292 Total $ 1,993,239 $ - $ - $ 1,993,239 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 June 30, 2020 and December 31, 2019, 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 analysed, 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 June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments,” which requires measurement and recognition of expected credit losses at the point a loss is probable to occur, rather than expected to occur, which will generally result in earlier recognition of allowances for credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 in the first quarter of 2020 and the adoption did not have a material impact on its condensed consolidated financial statements. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Going Concern [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 six months ended June 30, 2020, the Company had $220,504 in revenues, a net loss of $2,767,525 and had net cash used in operations of $414,135. Additionally, as of June 30, 2020, the Company had working capital deficit, stockholders’ deficit and accumulated deficit of $3,620,664, $3,619,672 and $6,439,602 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 fulfil 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. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 4 – CONVERTIBLE NOTES PAYABLE 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 $18,947 of accrued interest and has a total outstanding principal balance of $380,000 as of June 30, 2020. 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 (the “Investor”) 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 $18,857 of accrued interest and has a total outstanding principal balance of $275,000 as of June 30, 2020. 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 favourable 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 Note is considered a derivative liability due to the variable market-based conversion price upon default. The warrants are accounted for as a discount to the Note, and therefore fair valued and recorded as a derivative liability as well. On March 18, 2020, the warrants were revalued and recorded as a derivative liability in the amount of $255,899. On June 30, 2020, the warrant derivative was valued at $162,605. For the three and six months ended June 30, 2020, the Company recorded a gain on the change in fair market value of derivative liabilities in the amount of $100,776 and $93,294, respectively, in relation to the warrant derivative. In the year ended December 31, 2019, the Company recorded a total debt discount of $155,768 related to the above convertible notes. During the six months ended June 30, 2020, the Company recorded an additional debt discount of $176,274 related to the above convertible notes. Amortization of the debt discount is recorded as interest expense and a total of $268,894 was amortized during the six months ended June 30, 2020. Convertible Grid Notes On April 21, 2020, the Company issued a Convertible Grid Promissory Note (the “Caleca Note”) to Thomas J. Caleca (“Caleca”), an existing stockholder of the Company, pursuant to which Caleca agreed to advance to the Company the aggregate principal amount of $125,000 (the “Caleca Aggregate Advance”). The Company also issued to Caleca a common stock purchase warrant (the “Caleca Warrant”), granting Caleca the right to purchase up to 750,000 shares of the Company’s common stock at a per share exercise price of $0.80 (subject to adjustment as set forth in the Caleca Warrant). Also on April 21, 2020, the Company issued a Convertible Grid Promissory Note (the “Brown Note”, and together with the Caleca Note, the “Grid Notes”) to Andrew Brown (“Brown”, and together with Caleca, the “Grid Investors”), an existing stockholder of the Company, pursuant to which Brown agreed to advance to the Company the aggregate principal amount of $125,000 (the “Brown Aggregate Advance”, and together with the Caleca Aggregate Advance, the “Aggregate Advance”). The Company also issued to Brown a common stock purchase warrant (the “Brown Warrant”, and together with the Caleca Warrant, the “2020 Warrants”), granting Brown the right to purchase up to 750,000 shares of the Company’s common stock at a per share exercise price of $0.80 (subject to adjustment as set forth in the Brown Warrant). The 2020 Warrants are exercisable at any time commencing on the eighteen-month anniversary of the issuance of the 2020 Warrants (as may be accelerated pursuant to the terms of the 2020 Warrants) and expiring on the five-year anniversary of the issuance of the 2020 Warrants. On April 22, 2020, the Grid Investors each made their first cash advance of $25,000 pursuant to the terms of the Grid Notes, for an aggregate cash advance to the Company of $50,000 (the “First Advance”). The Grid Investors shall make additional cash advances to the Company pursuant to the terms of their Grid Notes. As of June 30, 2020, a total of $200,000 in principal was advanced to the Company. During the six months ended June 30, 2020, the Company recorded debt discount of $200,000 related to the Grid Notes. Amortization of the debt discount is recorded as interest expense and a total of $38,356 was amortized during the six months ended June 30, 2020. The Grid Notes bear interest on the unpaid balances at a fixed simple rate of twelve percent (12%) per annum (subject to a rate increase if the Company commits an Event of Default (as defined in the Grid Notes)), computed based on a 360-day year of twelve 30-day months, commencing on the date of the respective advance and payable quarterly. The principal amount of the Aggregate Advance, or so much thereof as has been advanced to the Company by the Grid Investors from time to time pursuant to the Grid Notes, will be payable on April 21, 2021 (the “Maturity Date”), unless sooner converted into shares of the Company’s common stock pursuant to the terms of the Grid Notes. The unpaid outstanding principal amount and accrued and unpaid interest under the Grid Notes shall be convertible at any time prior to the Maturity Date at the election of the Grid Investors into such number of shares of the Company’s common stock obtained by dividing the amount so converted by $1.00 (the “Conversion Price”). At the Maturity Date, all of the remaining unpaid outstanding principal amount and accrued and unpaid interest (the “Outstanding Balance”) under the Grid Notes shall automatically convert into such number of shares of the Company’s common stock obtained by dividing the Outstanding Balance by the Conversion Price. The Grid Notes may not be prepaid by the Company in whole or in part without the prior written consent of the respective Grid Investor. The Grid Notes contain customary events of default, which, if uncured, entitle the Grid Investors to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, their Grid Notes. Derivative Accounting for the Convertible Notes Payable The Company evaluated the terms and conditions of the Note and the Grid Notes under the guidance of ASC 815. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debentures and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period. Certain of the Company’s embedded conversion features on debt and outstanding warrants are treated as derivative liabilities for accounting purposes under ASC 815 due to insufficient authorized shares to settle these outstanding contracts, or due to other rights connected with these contracts, such as registration rights. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the issuance date sequencing method to reclassify outstanding contracts as derivative instruments. These instruments do not trade in an active securities market. Derivative Liabilities The table below provides a summary of the changes in fair value, including net transfers in and/or out of all financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2020: Amount Balance on December 31, 2019 $ - Issuances to debt discount 376,274 Issuances to interest expense 1,283,148 Change in fair value of derivative liabilities (240,517 ) Change in fair value of warrant liabilities 574,334 Balance on June 30, 2020 $ 1,993,239 The fair value of the derivative conversion features and warrant liabilities as of June 30, 2020 were calculated using a Monte-Carlo option model valued with the following assumptions: June 30, Dividend yield 0 % Expected volatility 83% - 108 % Risk free interest rate 0.16% - 0.47 % Contractual terms (in years) 0.08 – 4.50 Conversion/Exercise price $ 0.80 - $1.25 |
Promissory Notes
Promissory Notes | 6 Months Ended |
Jun. 30, 2020 | |
Promissory Notes [Abstract] | |
PROMISSORY NOTES | NOTE 5 – PROMISSORY NOTES October 23, 2019 Note On October 23, 2019, an investor of the Company subscribed for a promissory note (the “October Note”) and loaned to the Company $50,000. The October 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 October Note are payable on October 21, 2020. The Company recorded $1,358 of accrued interest and has a total outstanding principal balance of $50,000 as of June 30, 2020. The October 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 October Note. February 21, 2020 Note On February 21, 2020, a third party loaned the Company $20,000, evidenced by a non-convertible promissory note (the “February Note”).The February 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 February Note are payable on July 1, 2020. The Company recorded $260 of accrued interest and has a total outstanding principal balance of $20,000 as of June 30, 2020. The February 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 February Note. |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities | NOTE 6 – OTHER LIABILITIES In 2016, the Company recorded a liability in connection with the sale of two Electroencephalograms (“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 June 30, 2020 and December 31, 2019, total liability to the financing company reflected in Other Liabilities is $4,595 and $6,377, respectively. The Company did not make payments in the current quarter and are in discussion as to future payments since the equipment was not returned as per the agreement. Future minimum commitments related to the EEG liability consisted of the following at June 30, 2020: Years ended December 31, Amount (USD) Remainder 2020 4,595 Total $ 4,595 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2018, an entity controlled by Mr. Vadim Sakharov, former CEO of the Company and current director and executive officer, provided a $50,000 non-interest-bearing, no-term loan to the Company. An additional $5,530 of non-interest bearing no-term proceeds were loaned to the Company during the year ended December 31, 2019. As of June 30, 2020, and December 31, 2019, the balance was $55,530 and $55,530, respectively. During the six months ended June 30, 2020 and 2019, the Company had expenses related to research and development costs of $12,800 and $27,390, respectively, to an entity controlled by Mr. Sakharov. 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 non-interest-bearing, no-term loans to the Company. As of June 30, 2020 and December 31, 2019, the balance was $50,000 and $50,000, respectively. 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 six months ended June 30, 2020 and 2019, the Company has made approximately $0 and $4,900, respectively, in rent payments to the related party. 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 June 30, 2020 and December 31, 2019, the balance was $217,000 and $217,000, respectively. During the six months ended June 30, 2020 and 2019, the Company purchased an aggregate of $167,659 and $47,042 of medical devices for resale and distribution from Neurotech, a company that Mr. Sakharov is a shareholder and executive manager. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 10,000,000 shares of undesignated preferred stock with a $0.001 par value. As of June 30, 2020, 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 June 30, 2020, the Company had 19,397,596 shares outstanding or deemed outstanding. Shares Issued for Services 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. The Company extended this agreement through August 9, 2020. 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. The Company elected to issue an aggregate total of 5,068 shares for the services provided during the six months ended June 30, 2020 at a weighted average value of $1.97 per share or $10,001. 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. The Company has extended this agreement through August 28, 2020. 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. The Company elected to issue an aggregate total of 5,068 shares for the services provided during the six months ended June 30, 2020 at a weighted average value of $1.97 per share or $10,001. On June 19, 2020, the Company entered into a 4-month agreement with an advisor for consulting services whereby for services rendered the Company will issue 7,000 shares of common stock on a monthly basis. The agreement is effective from June 1, 2020 and if not terminated by either party by September 30, 2020 the parties will then negotiate an employment agreement. As of June 30, 2020, the Company issued 7,000 shares of common stock at a value of $1.47 per share or $10,290. Warrants The following table summarized the warrant activity for the six months ended June 30, 2020: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2019 502,250 $ 0.57 3.98 $ - Granted 1,500,000 0.80 5.0 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, June 30, 2020 2,002,250 $ 0.74 4.48 $ 1,457,408 Exercisable, June 30, 2020 502,250 $ 0.57 3.48 $ 452,408 Options On January 14, 2019, the Board of Directors approved the issuance of options to purchase an aggregate of 800,000 and 200,000 shares 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 30, 2020, the Board of Directors approved the issuance of options to purchase an aggregate of 800,000 of common stock to Boris Goldstein. The options have an exercise price of $0.75 per share which will vest over a 24-month period on a monthly basis at a rate of 1/24 th The following table summarized the option activity for the six months ended June 30, 2020: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance Outstanding, December 31, 2019 1,000,000 $ 0.75 9.05 $ - Granted 800,000 0.75 10 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, June 30, 2020 1,800,000 $ 0.75 9.01 $ 1,296,000 Exercisable, June 30, 2020 1,012,500 $ 0.75 8.75 $ 729,000 For future periods, the remaining value of the stock options totalling approximately $44,484 will be amortized into the statement of operations consistent with the period for which the services will be rendered. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES 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 $150 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. Beginning January 1, 2020, the Company entered into a 12-month lease agreement ending December 31, 2020, with a third party in Russia. The Company is paying rent at a rate of 17,900 Rubles ($252) per month. Beginning June 1, 2019, the Company entered into a 10-month lease agreement ending June 30, 2020 with a third party in Russia. The Company is paying rent at a rate of 12,000 Rubles ($169) 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 six months ended June 30, 2020 and 2019 was $22,630 and $45,750 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 |
Restatement of Previously Issue
Restatement of Previously Issued Condensed Consolidated Interim Financial Statements (Unaudited) | 6 Months Ended |
Jun. 30, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | NOTE 10 – RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) The Company, while undergoing the review of its consolidated financial statements for the six months ended June 30, 2020, commenced an evaluation of its accounting in connection with the Note and the Grid Notes for derivative accounting in accordance with ASC 815. Management originally deemed these agreements to be fixed in nature and a derivative would not need be recognized. On August 12, 2020, under the authority of the board of directors, the Company determined that these agreements and underlying warrants should have been recorded as a derivative with changes in the fair value of the derivate to be recorded in the condensed consolidated statement of operations and comprehensive loss (see Note 4). Accordingly, the Company will restate the condensed consolidated interim financial statements and include the required disclosures for the three months ended March 31, 2020. The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported Condensed Consolidated Balance Sheet at March 31, 2020 had the adjustments been made in the corresponding quarter: March 31, 2020 As Reported Adjustment As Restated Convertible notes payable, net $ 565,781 $ (159,299 ) $ 406,482 Derivative liabilities $ - $ 571,843 $ 571,843 Current liabilities $ 1,467,171 $ 412,544 $ 1,879,715 Total liabilities $ 1,467,171 $ 412,544 $ 1,879,715 Accumulated deficit $ (4,211,193 ) $ (412,544 ) $ (4,623,737 ) Total stockholders’ deficit $ 1,419,785 $ (412,544 ) $ (1,832,329 ) The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2020, had the adjustments been made in the appropriate quarter: March 31, 2020 As Reported Adjustment As Restated Interest expense $ (88,291 ) $ (365,325 ) $ (453,616 ) Change in fair market value of derivative liabilities $ - $ (47,219 ) $ (47,219 ) Net Loss $ (539,116 ) $ (412,544 ) $ (951,660 ) Total comprehensive loss $ (540,169 ) $ (412,544 ) $ (952,713 ) Net loss per common share, basic and diluted $ (0.03 ) $ (0.02 ) $ (0.05 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
SUBSEQUENT EVENTS | NOTE 11 – 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. The Effects of COVID-19 The World Health Organization (WHO) declared the coronavirus outbreak a pandemic on January 30, 2020. Since the outbreak in China in December 2019, COVID-19 has expanded its impact to Europe, where all of our operations reside, as well as our employees, suppliers and customers. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration of the closings and shelter-in-place orders and the ultimate impact of governmental initiatives. However, the financial impact and duration cannot be reasonably estimated at this time. Allonges to Promissory Notes On July 28, 2020, the Company entered into an Allonge to Promissory Note, effective as of July 1, 2020, which amends that certain Non-Convertible Promissory Note of the Company in the principal amount of $20,000 dated February 21, 2020, in favor of ProudLiving, LLC. The allonge amends the original note by extending the maturity date thereof to February 21, 2021. On July 29, 2020, the Company entered into an Allonge to Convertible Promissory Note, which amends that certain Convertible Promissory Note of the Company in the principal amount of $150,000 dated July 23, 2019, in favor of John Silvestri. The allonge amends the original note by extending the maturity date thereof to February 21, 2021. On August 5, 2020, the Company entered into an Allonge to Convertible Note, dated as of August 8, 2020, which amends the Note. The allonge amends the Note by extending the maturity date thereof from seven months from the date of the loan to ten months from the date of the loan. The allonge further provided that the piggyback registration rights set forth in the Note did not apply to the Company’s recently filed Registration Statement on Form S-1. As consideration for the allonge, the original principal amount was increased by ten percent, and the Company agreed to issue 50,000 shares of its common stock to Vista Capital Investments, LLC. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 and December 31, 2019, 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 June 30, 2020, and December 31, 2019, the Company had $0 and $11,436, respectively, in excess over the FDIC insurance limit. |
Inventory | I nventory Inventory consists of finished goods that are valued at lower of cost or market using the weighted average method. As of June 30, 2020, and December 31, 2019, the Company had inventory totaling $371 and $0, respectively. |
Property, Equipment and Depreciation | Property, Equipment and Depreciation 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. Depreciation expense was $682 and $640 for the six months ended June 30, 2020 and 2019, respectively. Depreciation expense was $341 for the three months ended June 30, 2020 and 2019. |
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 at a discount to the common stock at the time of conversion. For certain notes, the conversion features are contingent upon future events, whereby, the holder agreed not to convert until the contingent future event has occurred. |
Derivative Instruments | Derivative Instruments The Company evaluates its convertible notes and warrants to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. The Company utilizes the Monte Carlo Method that values the liability of the debt conversion feature derivative financial instruments and derivative warrants based on a probability of a down round event. The reason the Company selected the lattice binomial model is that in many cases there may be multiple embedded features or the features of the bifurcated derivatives may be so complex that a Black-Scholes valuation does not consider all of the terms of the instrument. Therefore, the fair value may not be appropriately captured by simple models. From time to time, certain of the Company’s embedded conversion features on debt and outstanding warrants have been treated as derivative liabilities for accounting purposes under ASC 815 due to insufficient authorized shares to fully settle conversion features of the instruments if exercised. In this case, the Company utilized the latest inception date sequencing method to reclassify outstanding instruments as derivative instruments. These contracts were recognized at fair value with changes in fair value recognized in earnings until such time as the conditions giving rise to such derivative liability classification were settled. |
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 six months ended June 30, 2020 is from the sale of medical devices purchased from Neurotech, a related party. |
Research and Development Costs | Research and Development Costs 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 six months ended June 30, 2020 and 2019 were $143,345 and $50,066, respectively. Research and development costs recognized in the statement of operations for the three months ended June 30, 2020 and 2019 were $46,955 and $27,776, 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 three months ended June 30, 2020 and 2019 were $47,585 and $12,006, respectively. Advertising and marketing costs recognized in the statement of operations for the six months ended June 30, 2020 and 2019 were $88,169 and $59,798, 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 six months ended June 30, 2020 4,239,954 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 non-performance. 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 or Level 2 assets or liabilities as of June 30, 2020 and the Company did not have any other Level 1, Level 2 or Level 3 assets or liabilities as of December 31, 2019. Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheet as of June 30, 2020. Liabilities Amounts at Fair Value Level 1 Level 2 Level 3 Derivative liability – conversion feature $ 215,947 $ - $ - $ 215,947 Derivative liability - warrants 1,777,292 - - 1,777,292 Total $ 1,993,239 $ - $ - $ 1,993,239 |
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 June 30, 2020 and December 31, 2019, 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 analysed, 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 June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments,” which requires measurement and recognition of expected credit losses at the point a loss is probable to occur, rather than expected to occur, which will generally result in earlier recognition of allowances for credit losses. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 in the first quarter of 2020 and the adoption did not have a material impact on its condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of financial liabilities measured at fair value | Liabilities Amounts at Fair Value Level 1 Level 2 Level 3 Derivative liability – conversion feature $ 215,947 $ - $ - $ 215,947 Derivative liability - warrants 1,777,292 - - 1,777,292 Total $ 1,993,239 $ - $ - $ 1,993,239 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of financial liabilities measured at fair value | Amount Balance on December 31, 2019 $ - Issuances to debt discount 376,274 Issuances to interest expense 1,283,148 Change in fair value of derivative liabilities (240,517 ) Change in fair value of warrant liabilities 574,334 Balance on June 30, 2020 $ 1,993,239 |
Schedule of fair value of conversion features and warrant liabilities | June 30, Dividend yield 0 % Expected volatility 83% - 108 % Risk free interest rate 0.16% - 0.47 % Contractual terms (in years) 0.08 – 4.50 Conversion/Exercise price $ 0.80 - $1.25 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of future minimum commitments | Years ended December 31, Amount (USD) Remainder 2020 4,595 Total $ 4,595 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block Supplement [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, 2019 502,250 $ 0.57 3.98 $ - Granted 1,500,000 0.80 5.0 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, June 30, 2020 2,002,250 $ 0.74 4.48 $ 1,457,408 Exercisable, June 30, 2020 502,250 $ 0.57 3.48 $ 452,408 |
Schedule of option activity | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term Value Balance Outstanding, December 31, 2019 1,000,000 $ 0.75 9.05 $ - Granted 800,000 0.75 10 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, June 30, 2020 1,800,000 $ 0.75 9.01 $ 1,296,000 Exercisable, June 30, 2020 1,012,500 $ 0.75 8.75 $ 729,000 |
Restatement of Previously Iss_2
Restatement of Previously Issued Condensed Consolidated Interim Financial Statements (Unaudited) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restatementof Previously Issued Condensed Consolidated Interim Financial Statements [Abstract] | |
Schedule of previously reported condensed consolidated balance sheet | March 31, 2020 As Reported Adjustment As Restated Convertible notes payable, net $ 565,781 $ (159,299 ) $ 406,482 Derivative liabilities $ - $ 571,843 $ 571,843 Current liabilities $ 1,467,171 $ 412,544 $ 1,879,715 Total liabilities $ 1,467,171 $ 412,544 $ 1,879,715 Accumulated deficit $ (4,211,193 ) $ (412,544 ) $ (4,623,737 ) Total stockholders’ deficit $ 1,419,785 $ (412,544 ) $ (1,832,329 ) |
Schedule of previously condensed consolidated statement of operations and comprehensive loss | March 31, 2020 As Reported Adjustment As Restated Interest expense $ (88,291 ) $ (365,325 ) $ (453,616 ) Change in fair market value of derivative liabilities $ - $ (47,219 ) $ (47,219 ) Net Loss $ (539,116 ) $ (412,544 ) $ (951,660 ) Total comprehensive loss $ (540,169 ) $ (412,544 ) $ (952,713 ) Net loss per common share, basic and diluted $ (0.03 ) $ (0.02 ) $ (0.05 ) |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) - USD ($) | Sep. 21, 2018 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 18, 2018 |
Organization and Nature of Operations (Textual) | |||||
Stock repurchase program, number of shares authorized to be repurchased | 6,495,000 | ||||
Cancellation of common stock, shares (in Dollars) | $ 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 | ||
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] | Principal and Accrued Interest of Promissory Note Issued by Memory MD [Member] | Automatic Conversion At Closing [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 | ||||
Memory MD [Member] | Principal and Accrued Interest of Promissory Note Issued by Memory MD [Member] | Automatic Conversion Immediately Subsequent To Closing [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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 22, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | ||||||
Cash, FDIC insured amount | $ 250,000 | $ 250,000 | ||||
Cash, uninsured amount | 0 | 0 | $ 11,436 | |||
Inventory | 371 | 371 | $ 0 | |||
Depreciation expense | 341 | $ 341 | 682 | $ 640 | ||
Research and development expense | 46,955 | 27,776 | 143,345 | 50,066 | ||
Other Research and Development Expense | 46,955 | 27,776 | ||||
Advertising Expense | $ 47,585 | $ 12,006 | ||||
Advertising and marketing costs | $ 88,169 | $ 59,798 | ||||
Anti-dilutive securities excluded from computation (in Shares) | 4,239,954 | |||||
Income tax benefit, percentage | 50.00% | |||||
Maximum [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Corporate income tax rate | 34.00% | |||||
Minimum [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Corporate income tax rate | 21.00% | |||||
Memory MD [Member] | ||||||
Summary of Significant Accounting Policies (Textual) | ||||||
Owned subsidiary, percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of financial liabilities measured at fair value | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Summary of Significant Accounting Policies (Details) - Schedule of financial liabilities measured at fair value [Line Items] | |
Derivative liability – conversion feature | $ 215,947 |
Derivative liability - warrants | 1,777,292 |
Total | 1,993,239 |
Fair Value, Inputs, Level 1 [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of financial liabilities measured at fair value [Line Items] | |
Derivative liability – conversion feature | |
Derivative liability - warrants | |
Total | |
Fair Value, Inputs, Level 2 [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of financial liabilities measured at fair value [Line Items] | |
Derivative liability – conversion feature | |
Derivative liability - warrants | |
Total | |
Fair Value, Inputs, Level 3 [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of financial liabilities measured at fair value [Line Items] | |
Derivative liability – conversion feature | 215,947 |
Derivative liability - warrants | 1,777,292 |
Total | $ 1,993,239 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Going Concern (Textual) | ||||||||
Revenues | $ 86,659 | $ 75,376 | $ 220,504 | $ 77,626 | ||||
Net loss | (1,815,671) | (206,497) | (2,767,525) | (616,756) | ||||
Net cash used in operation activity | (414,135) | (581,044) | ||||||
Working capital deficit | 3,620,664 | 3,620,664 | ||||||
Stockholders' deficit | (3,619,672) | $ (659,931) | (3,619,672) | $ (659,931) | $ (1,832,329) | $ (895,532) | $ (459,337) | $ (53,972) |
Accumulated deficit | $ (6,439,602) | $ (6,439,602) | $ (3,672,077) |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Apr. 22, 2020 | Apr. 21, 2020 | Jul. 23, 2019 | Feb. 02, 2019 | Jan. 31, 2019 | Jan. 18, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 18, 2020 | Mar. 31, 2019 |
Convertible Notes Payable (Textual) | ||||||||||||||
Proceeds from convertible debt | $ 20,000 | $ 215,000 | ||||||||||||
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. | |||||||||||||
Principle amount | $ 125,000 | |||||||||||||
Warrant purchase shares (in Shares) | 750,000 | |||||||||||||
Warrants fair value | 1,777,292 | |||||||||||||
Derivative liabilities | $ 1,993,239 | 1,993,239 | ||||||||||||
Debt discounts | 176,274 | |||||||||||||
Amortization of debt discount | 1,590,398 | 7,704 | ||||||||||||
Exercise price (in Dollars per share) | $ 1 | |||||||||||||
Advance cash | $ 25,000 | 200,000 | $ 230,000 | |||||||||||
Debt Instrument, Face Amount | 200,000 | 200,000 | ||||||||||||
Interest Expense, Debt, Excluding Amortization | 38,356 | |||||||||||||
Bear interest rate | 12.00% | |||||||||||||
Line of Credit Facility, Interest Rate at Period End | 360.00% | |||||||||||||
Debt Instrument, Redemption, Period One [Member] | ||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||
Convertible notes payable, description | 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 $18,857 of accrued interest and has a total outstanding principal balance of $275,000 as of June 30, 2020. | |||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||
Debt Instrument, interest rate, stated percentage | 10.00% | |||||||||||||
Derivative liabilities | $ 255,899 | |||||||||||||
Warrant derivative | 162,605 | |||||||||||||
Gain (loss) on change in fair market value of derivative liabilities | $ 100,776 | 93,294 | ||||||||||||
Convertible Notes Payable [Member] | Debt Instrument, Redemption, Period One [Member] | ||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||
Maximum amount of private offering. | $ 500,000 | |||||||||||||
Proceeds from convertible debt | $ 150,000 | $ 130,000 | $ 100,000 | |||||||||||
Principle amount | $ 380,000 | |||||||||||||
Convertible Notes Payable [Member] | SecuritiesPurchaseAgreementMember | ||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||
Principle amount | $ 275,000 | |||||||||||||
Warrant purchase shares (in Shares) | 100,000 | |||||||||||||
Purchase price received | $ 250,000 | |||||||||||||
Original issue discount | $ 25,000 | |||||||||||||
Interest charge in percentage | 8.00% | |||||||||||||
Beneficial ownership percentage | 4.99% | |||||||||||||
Outstanding balance percentage | 130.00% | |||||||||||||
Conversion price redefined | 65.00% | |||||||||||||
Warrant exercise price per share (in Dollars per share) | $ 1.25 | |||||||||||||
Convertible Notes Payable [Member] | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement [Member] | ||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||
Beneficial ownership percentage of warrant | 9.99% | |||||||||||||
Warrants fair value | $ 130,768 | |||||||||||||
Debt discounts | $ 155,768 | |||||||||||||
Amortization of debt discount | $ 268,894 | |||||||||||||
Construction Loan Payable [Member] | Debt Instrument, Redemption, Period One [Member] | ||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||
Convertible notes payable, description | 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 $18,947 of accrued interest and has a total outstanding principal balance of $380,000 as of June 30, 2020. | |||||||||||||
Convertible Grid Notes [Member] | ||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||
Principle amount | $ 125,000 | |||||||||||||
Warrant purchase shares (in Shares) | 750,000 | |||||||||||||
Exercise price (in Dollars per share) | $ 0.80 | |||||||||||||
Advance cash | $ 50,000 | |||||||||||||
Warrant [Member] | ||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||
Warrant purchase shares (in Shares) | 2,002,250 | 2,002,250 | 502,250 | |||||||||||
Warrant exercise price per share (in Dollars per share) | $ 0.80 | $ 0.74 | $ 0.74 | $ 0.57 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of change in fair value including net transfers | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Schedule of change in fair value including net transfers [Abstract] | |
Balance on December 31, 2019 | |
Issuances to debt discount | 376,274 |
Issuances to interest expense | 1,283,148 |
Change in fair value of derivative liabilities | (240,517) |
Change in fair value of warrant liabilities | 574,334 |
Balance on June 30, 2020 | $ 1,993,239 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of fair value of conversion features and warrant liabilities | 6 Months Ended |
Jun. 30, 2020$ / shares | |
Convertible Notes Payable (Details) - Schedule of fair value of conversion features and warrant liabilities [Line Items] | |
Dividend yield | 0.00% |
Minimum [Member] | |
Convertible Notes Payable (Details) - Schedule of fair value of conversion features and warrant liabilities [Line Items] | |
Expected volatility | 83.00% |
Risk free interest rate | 0.16% |
Contractual terms (in years) | 29 days |
Conversion/Exercise price (in Dollars per share) | $ 0.80 |
Maximum [Member] | |
Convertible Notes Payable (Details) - Schedule of fair value of conversion features and warrant liabilities [Line Items] | |
Expected volatility | 108.00% |
Risk free interest rate | 0.47% |
Contractual terms (in years) | 4 years 6 months |
Conversion/Exercise price (in Dollars per share) | $ 1.25 |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2020 | Feb. 21, 2020 | Oct. 23, 2019 | |
Promissory Notes (Details) [Line Items] | |||
Loaned amount | $ 50,000 | ||
Description of non-convertible promissory note | The October 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. | ||
Accrued interest | $ 1,358 | ||
Outstanding principal balance | $ 50,000 | ||
February 21, 2020 Note [Member] | |||
Promissory Notes (Details) [Line Items] | |||
Loaned amount | $ 20,000 | ||
Description of non-convertible promissory note | The February 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. | ||
Accrued interest | $ 260 | ||
Outstanding principal balance | $ 20,000 |
Other Liabilities (Details)
Other Liabilities (Details) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2017USD ($) | Dec. 31, 2016 | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
Other Liabilities (Textual) | ||||
Number of machines | 2 | |||
Gain (Loss) on Sale of Assets and Asset Impairment Charges | $ 19,107 | |||
Other Commitment | $ 4,595 | $ 6,377 |
Other Liabilities (Details) - S
Other Liabilities (Details) - Schedule of future minimum commitments - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule of future minimum commitments [Abstract] | ||
Remainder 2020 | $ 4,595 | |
Total | $ 4,595 | $ 6,377 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions (Details) [Line Items] | ||||
Loan amount | $ 200,000 | |||
Mr. Sakharov shareholder and executive managerr [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Expenses related to research and development cost | 12,800 | $ 27,390 | ||
Medical devices for resale and distribution | 167,659 | $ 47,042 | ||
Affiliate of Boris Goldstein | ||||
Related Party Transactions (Details) [Line Items] | ||||
Loan amount | 50,000 | |||
Due to related parties | 50,000 | 50,000 | ||
Affiliate of Nickolay Kukekov | ||||
Related Party Transactions (Details) [Line Items] | ||||
Loan amount | 217,000 | |||
Due to related parties | 217,000 | 217,000 | ||
Chief Executive Officer [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Loan amount | 5,530 | $ 50,000 | ||
Due to related parties | 55,530 | $ 55,530 | ||
Board of Directors Chairman [Member] | Warehouse Space [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Related party transaction, rent payments | $ 0 | $ 4,900 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | Jan. 14, 2019 | Aug. 08, 2018 | Jan. 30, 2020 | Aug. 28, 2018 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 19, 2020 | Dec. 31, 2019 | 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 | |||||||||
Voting rights, description | The holders of common stock are entitled to one vote for each share of common stock held at the time of vote. | |||||||||||
Deemed shares | 19,397,596 | |||||||||||
Value of share issued for services (in Dollars) | $ 20,290 | $ 10,002 | $ 560 | $ 560 | ||||||||
Aggregate fair value of options (in Dollars) | $ 51,757 | |||||||||||
Dividend rate | 0.00% | |||||||||||
Option [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Option, exercise price (in Dollars per share) | $ 0.75 | $ 0.75 | ||||||||||
Remaining stock options will be amortized (in Dollars) | $ 44,484 | |||||||||||
Advisor [Member] | Four Month Agreement [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Value of common stock issued (in Dollars) | $ 10,290 | |||||||||||
Number of common stock issued | 7,000 | 7,000 | ||||||||||
Share price (in Dollars per share) | 1.47 | $ 1.47 | ||||||||||
Advisor [Member] | Issue Price One [Member] | One Year Agreement [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Value of common stock issued (in Dollars) | $ 5,000 | |||||||||||
Number of common stock issued | 6,667 | |||||||||||
Number of share issued for services | 5,068 | |||||||||||
Share price (in Dollars per share) | 1.97 | $ 1.97 | ||||||||||
Value of share issued for services (in Dollars) | $ 10,001 | |||||||||||
Advisor [Member] | Issue Price Two [Member] | One Year Agreement [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Value of common stock issued (in Dollars) | $ 5,000 | |||||||||||
Number of common stock issued | 6,667 | |||||||||||
Number of share issued for services | 5,068 | |||||||||||
Share price (in Dollars per share) | $ 1.97 | $ 1.97 | ||||||||||
Value of share issued for services (in Dollars) | $ 10,001 | |||||||||||
Board of Directors Chairman [Member] | Option [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Share price (in Dollars per share) | $ 0.042 | |||||||||||
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 (in Dollars) | $ 17,111 | |||||||||||
Expected life (years) | 10 years | |||||||||||
Volatility rate | 77.00% | |||||||||||
Risk free interest rate | 2.71% | |||||||||||
Dividend rate | 0.00% | |||||||||||
Exercise price (in Dollars per share) | $ 0.75 | |||||||||||
Stock option expense (in Dollars) | 3,191 | $ 10,432 | ||||||||||
Mr. Vadim Sakharov [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Number of common stock issued | 200,000 | |||||||||||
Boris Goldstein [Member] | Option [Member] | Employment Agreement [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Share price (in Dollars per share) | $ 0.12 | |||||||||||
Number of shares purchase for issuance of options | 800,000 | |||||||||||
Option, exercise price (in Dollars per share) | $ 0.75 | |||||||||||
Description of options vesting period | The options have an exercise price of $0.75 per share which will vest over a 24-month period on a monthly basis at a rate of 1/24th per month. | |||||||||||
Expiration date | Jan. 30, 2030 | |||||||||||
Volatility rate | 76.00% | |||||||||||
Risk free interest rate | 1.57% | |||||||||||
Exercise price (in Dollars per share) | $ 0.75 | |||||||||||
Stock option expense (in Dollars) | $ 10,762 | |||||||||||
Jesse W. Crowne [Member] | Option [Member] | Employment Agreement [Member] | ||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||
Expected life (years) | 10 years |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details) - Schedule of warrant activity - Warrant [Member] | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrant outstanding at beginning | shares | 502,250 |
Warrant outstanding at beginning | $ / shares | $ 0.57 |
Warrant outstanding at beginning | 3 years 357 days |
Warrant outstanding at beginning | $ | |
Granted | shares | 1,500,000 |
Granted | $ / shares | $ 0.80 |
Granted | 5 years |
Granted | $ | |
Forfeited | shares | |
Forfeited | $ / shares | |
Forfeited | $ | |
Exercised | shares | |
Exercised | $ / shares | |
Exercised | $ | |
Expired | shares | |
Expired | $ / shares | |
Expired | $ | |
Warrant outstanding at ending | shares | 2,002,250 |
Warrant outstanding at ending | $ / shares | $ 0.74 |
Warrant outstanding at ending | 4 years 175 days |
Warrant outstanding at ending | $ | $ 1,457,408 |
Warrant exercisable at ending | shares | 502,250 |
Warrant exercisable at ending | $ / shares | $ 0.57 |
Warrant exercisable at ending | 3 years 175 days |
Warrant exercisable at ending | $ | $ 452,408 |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details) - Schedule of option activity - Options [Member] | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Stockholders' Deficit (Details) - Schedule of option activity [Line Items] | |
Option outstanding at beginning (in Shares) | shares | 1,000,000 |
Option outstanding at beginning | $ 0.75 |
Option outstanding at beginning | 9 years 18 days |
Option outstanding at beginning (in Dollars) | $ | |
Granted (in Shares) | shares | 800,000 |
Granted | $ 0.75 |
Granted | 10 years |
Granted | |
Forfeited (in Shares) | shares | |
Forfeited | |
Forfeited (in Dollars) | $ | |
Exercised (in Shares) | shares | |
Exercised | |
Exercised (in Dollars) | $ | |
Expired (in Shares) | shares | |
Expired | |
Expired (in Dollars) | $ | |
Option outstanding at ending (in Shares) | shares | 1,800,000 |
Option outstanding at ending | $ 0.75 |
Option outstanding at ending | 9 years 3 days |
Option outstanding at ending (in Dollars) | $ | $ 1,296,000 |
Option exercisable at ending (in Shares) | shares | 1,012,500 |
Option exercisable at ending | $ 0.75 |
Option exercisable at ending | 8 years 9 months |
Option exercisable at ending (in Dollars) | $ | $ 729,000 |
Commitments And Contingencies (
Commitments And Contingencies (Details) | Jan. 02, 2020USD ($) | Jan. 02, 2020RUB (₽) | Jun. 02, 2019USD ($) | Jun. 02, 2019RUB (₽) | Dec. 02, 2018USD ($) | Sep. 21, 2018shares | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) |
Commitments And Contingencies (Textual) | ||||||||
Monthly rental expense | $ 150 | |||||||
Short-term leases | 3,200 | |||||||
Lessee, Operating Lease, Description | The lease was renewed on June 1, 2019 for an additional year ending May 31, 2020, for $3,171 per month. | |||||||
Rent expense, monthly rent | $ 22,630 | $ 45,750 | ||||||
12-Month Year Agreement [Member] | Third Party Member | ||||||||
Commitments And Contingencies (Textual) | ||||||||
Monthly rental expense | $ 252 | ₽ 17,900 | ||||||
10-Month Year Agreement [Member] | Third Party Member | ||||||||
Commitments And Contingencies (Textual) | ||||||||
Monthly rental expense | $ 169 | ₽ 12,000 | ||||||
Six Month Warehouse Rental Agreement [Member] | ||||||||
Commitments And Contingencies (Textual) | ||||||||
Monthly rental expense | $ 2,980 | |||||||
2018 Equity Incentive Plan [Member] | ||||||||
Commitments And Contingencies (Textual) | ||||||||
Plan term | 10-year | |||||||
Number of shares reserved for future issuance (in Shares) | shares | 3,500,000 | |||||||
Number options granted (in Shares) | shares | 1,800,000 | |||||||
Number of option outstanding (in Shares) | shares | 1,800,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Condensed Consolidated Interim Financial Statements (Unaudited) (Details) - Schedule of previously reported condensed consolidated balance sheet | Mar. 31, 2020USD ($) |
As Reported [Member] | |
Restatement of Previously Issued Condensed Consolidated Interim Financial Statements (Unaudited) (Details) - Schedule of previously reported condensed consolidated balance sheet [Line Items] | |
Convertible notes payable, net | $ 565,781 |
Derivative liabilities | |
Current liabilities | 1,467,171 |
Total liabilities | 1,467,171 |
Accumulated deficit | (4,211,193) |
Total stockholders’ deficit | 1,419,785 |
Adjustment [Member] | |
Restatement of Previously Issued Condensed Consolidated Interim Financial Statements (Unaudited) (Details) - Schedule of previously reported condensed consolidated balance sheet [Line Items] | |
Convertible notes payable, net | (159,299) |
Derivative liabilities | 571,843 |
Current liabilities | 412,544 |
Total liabilities | 412,544 |
Accumulated deficit | (412,544) |
Total stockholders’ deficit | (412,544) |
As Restated [Member] | |
Restatement of Previously Issued Condensed Consolidated Interim Financial Statements (Unaudited) (Details) - Schedule of previously reported condensed consolidated balance sheet [Line Items] | |
Convertible notes payable, net | 406,482 |
Derivative liabilities | 571,843 |
Current liabilities | 1,879,715 |
Total liabilities | 1,879,715 |
Accumulated deficit | (4,623,737) |
Total stockholders’ deficit | $ (1,832,329) |
Restatement of Previously Iss_4
Restatement of Previously Issued Condensed Consolidated Interim Financial Statements (Unaudited) (Details) - Schedule of previously condensed consolidated statement of operations and comprehensive loss | 3 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
As Reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Interest expense | $ (88,291) |
Change in fair market value of derivative liabilities | |
Net Loss | (539,116) |
Total comprehensive loss | $ (540,169) |
Net loss per common share, basic and diluted (in Dollars per share) | $ / shares | $ (0.03) |
Adjustment [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Interest expense | $ (365,325) |
Change in fair market value of derivative liabilities | (47,219) |
Net Loss | (412,544) |
Total comprehensive loss | $ (412,544) |
Net loss per common share, basic and diluted (in Dollars per share) | $ / shares | $ (0.02) |
As Restated [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Interest expense | $ (453,616) |
Change in fair market value of derivative liabilities | (47,219) |
Net Loss | (951,660) |
Total comprehensive loss | $ (952,713) |
Net loss per common share, basic and diluted (in Dollars per share) | $ / shares | $ (0.05) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Aug. 05, 2020 | Jul. 29, 2020 | Jul. 28, 2020 |
ProudLiving, LLC [Member] | |||
Subsequent Events (Textual) | |||
Principal amount | $ 20,000 | ||
Maturity date | Feb. 21, 2021 | ||
John Silvestri [Member] | |||
Subsequent Events (Textual) | |||
Principal amount | $ 150,000 | ||
Maturity date | Feb. 21, 2021 | ||
Vista Capital Investments, LLC [Member] | |||
Subsequent Events (Textual) | |||
Sale of Stock, Number of Shares Issued in Transaction | 50,000 |