Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 12, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Quantum Computing Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 28,855,702 | |
Amendment Flag | false | |
Entity Central Index Key | 0001758009 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-56015 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 13,765,848 | $ 15,196,322 |
Prepaid Expenses | 291,582 | 40,773 |
Lease right-of-use | ||
Fixed Assets (net of depreciation) | 32,983 | 30,956 |
Total assets | 14,090,413 | 15,268,051 |
Current liabilities | ||
Accounts payable | 246,961 | 366,706 |
Accrued Expenses | 134,821 | 108,130 |
Lease Liability | ||
Derivative Liability | ||
Loans Payable | 218,371 | 218,371 |
Convertible promissory notes – related party | ||
Convertible promissory notes | ||
Total liabilities | 600,153 | 693,207 |
Stockholders’ equity (deficit) | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized; 28,730,702 and 27,966,096 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 2,873 | 2,797 |
Additional paid-in capital | 47,824,736 | 47,744,803 |
APIC-Beneficial Conversion Feature in Equity | 4,898,835 | 4,898,835 |
APIC-Stock Based Compensation | 17,650,797 | 15,423,644 |
Subscription Receivable | ||
Accumulated deficit | (56,886,981) | (53,495,235) |
Total stockholders’ equity (deficit) | 13,490,260 | 14,574,844 |
Total liabilities and stockholders’ equity (deficit) | $ 14,090,413 | $ 15,268,051 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 28,730,702 | 27,966,096 |
Common stock, shares outstanding | 28,730,702 | 27,966,096 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Total revenue | ||
Cost of revenue | ||
Gross profit | ||
Salaries | 245,512 | 164,823 |
Consulting | 303,470 | 76,162 |
Research & Development | 625,445 | 344,682 |
Stock Based Compensation | 1,977,170 | 1,012,351 |
Related Party Marketing | ||
Selling General & Administrative -Other | 241,532 | 140,374 |
Operating expenses | 3,393,129 | 1,738,392 |
Loss from Operations | (3,393,129) | (1,738,392) |
Other Income and Expense | ||
Interest Income – Money Market | 1,383 | 25 |
Misc. Income – Legal Settlements | 425,000 | |
Interest Expense – Promissory Notes | (26,644) | |
Interest Expense - Beneficial Conversion Feature | (100,000) | |
Interest Expense –Warrant repricing | 237,124 | |
Interest Expense – Derivatives mark to market | 504,708 | |
Net Other income (expense) | 1,383 | 1,040,213 |
Federal income tax expense | ||
Net loss | $ (3,391,746) | $ (698,179) |
Weighted average shares - basic and diluted (in Shares) | 28,730,702 | 7,764,046 |
Loss per share - basic and diluted (in Dollars per share) | $ (0.12) | $ (0.09) |
Statement of Stockholders_ Defi
Statement of Stockholders’ Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balances at Dec. 31, 2019 | $ 736 | $ 25,947,926 | $ (28,760,955) | $ (2,812,293) |
Balances (in Shares) at Dec. 31, 2019 | 7,362,046 | |||
Issuance of shares for cash | $ 28 | 430,472 | 430,500 | |
Issuance of shares for cash (in Shares) | 287,000 | |||
Beneficial Conversion Feature | 100,000 | 100,000 | ||
Subscription Receivable | ||||
Derivative Mark to Market | (237,124) | (237,124) | ||
Stock Options | 783,100 | 783,100 | ||
Stock based compensation | $ 12 | 229,238 | 229,250 | |
Stock based compensation (in Shares) | 115,000 | |||
Net loss | (698,179) | (698,179) | ||
Balances at Mar. 31, 2020 | $ 776 | 27,253,612 | (29,459,134) | (2,204,745) |
Balances (in Shares) at Mar. 31, 2020 | 7,764,046 | |||
Balances at Dec. 31, 2020 | $ 2,797 | 68,067,282 | (53,495,235) | 14,574,844 |
Balances (in Shares) at Dec. 31, 2020 | 27,966,096 | |||
Issuance of shares for cash | $ 6 | 79,994 | 80,000 | |
Issuance of shares for cash (in Shares) | 55,000 | |||
Issuance of shares for debt conversion | ||||
Issuance of shares for debt conversion (in Shares) | ||||
Issuance of shares for services | $ 70 | 933,259 | 933,329 | |
Issuance of shares for services (in Shares) | 709,606 | |||
Beneficial Conversion Feature | ||||
Subscription Receivable | ||||
Derivatives & Warrants | ||||
Stock Options | 1,293,832 | 1,300,168 | ||
Stock based compensation | ||||
Stock based compensation (in Shares) | ||||
Net loss | (3,391,746) | (3,391,746) | ||
Balances at Mar. 31, 2021 | $ 2,873 | $ 70,374,368 | $ (56,886,981) | $ 13,490,260 |
Balances (in Shares) at Mar. 31, 2021 | 28,730,702 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,391,746) | $ (698,179) |
Adjustments to reconcile net income (loss) to net cash | ||
Prepaid Expenses | (250,809) | 7,228 |
Depreciation | 2,016 | 1,581 |
Accounts Payable | (119,744) | (10,807) |
Accrued Expenses | 26,690 | 60,950 |
Derivative Mark to Market | (504,708) | |
Stock Based Compensation | 2,227,162 | 1,012,350 |
Warrant Expense | (237,124) | |
Beneficial Conversion Feature | 100,000 | |
CASH USED IN OPERATING ACTIVITIES | (1,506,431) | (268,709) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Fixed Assets – Computer Software and Equipment | (4,043) | (3,258) |
CASH USED IN INVESTING ACTIVITIES | (4,043) | (3,258) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance (repayment/conversion) of Convertible Promissory Notes | (60,302) | |
Proceeds from loans | ||
Subscription Receivable | ||
Proceeds from stock issuance | 80,000 | 430,500 |
CASH PROVIDED BY FINANCING ACTIVITIES | 80,000 | 370,198 |
Net increase (decrease) in cash | (1,430,474) | 98,231 |
Cash, beginning of period | 15,196,322 | 101,100 |
Cash, end of period | 13,765,848 | 199,331 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
NON-CASH INVESTING ACTIVITIES | ||
Subscription receivable created from issuance of note payable | ||
NON-CASH FINANCING ACTIVITIES | ||
Common stock issued for compensation | $ 2,227,162 | $ 229,250 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies: Organization: Quantum Computing Inc., formerly known as Innovative Beverage Group Holdings, Inc. a Delaware corporation (the “Company”) was the surviving entity as the result of a merger between Ticketcart, Inc. and Innovative Beverage Group, Inc., both Nevada corporations. Innovative Beverage Group, Inc. was the surviving entity as the result of a merger between Kat-A-Tonic Distributing, Inc., a Texas corporation and United European Holdings, Ltd., a Nevada Corporation. History Quantum Computing Inc. (“QCI” or the “Company”), was incorporated in the State of Nevada on July 25, 2001 as Ticketcart, Inc. Ticketcart’s original business plan involved in the sale of ink-jet cartridges online. Ticketcart offered remanufactured and compatible cartridges for Hewlett-Packard, Epson, Lexmark, and Canon inkjet printers. On July 25, 2007, Ticketcart, Inc. acquired Innovative Beverage Group, Inc. and changed its name to Innovative Beverage Group Holdings, Inc. (“IBGH”) to better reflect its business operations at the time which was beverage distribution and product development. In 2013, IBGH ceased operations. On May 22, 2017, one of IBGH’s shareholders, William Alessi (the “Plaintiff”), filed suit against the Company alleging “(1) fraud; and (2) breach of fiduciary duties of care, loyalty and good faith to the Corporation’s shareholders.” Mr. Alessi’s complaint alleged that the officers and directors of IBGH had abandoned it and allowed the Company’s assets to be wasted, causing injury to the Company and its shareholders. Mr. Alessi sought damages of $30,000 for each claim, plus reimbursement of filing costs of $1,000, and the appointment of a Receiver for the Company. On August 28, 2017, the North Carolina Court, Superior Court Division (the “North Carolina Court”), entered a default judgment for Plaintiff and appointed an exclusive Receiver (the “Receiver”) over the Company. The default judgment provided that Innovative Beverage Group Holdings, Inc. was (i) to issue to the Plaintiff 18,500,000 shares of free-trading stock without registration under Section 3(a)(10) of the Securities Act of 1933, as amended, (ii) issue 100,000,000 shares of stock to Innovative Beverage Group Holdings, Inc.’s treasury, and (iii) that the receivership be terminated upon any change of control, and that any and all claims against Innovative Beverage Group Holdings, Inc. that were not submitted to the Receiver as of September 16, 2017, were disallowed. On October 4, 2017 the Receiver filed Articles of Incorporation in North Carolina for Innovative Beverage Group Holdings, Inc., a wholly-owned subsidiary of the Company, (“IBGH North Carolina”). On October 26, 2017, Innovative Beverage Group, redomiciled to North Carolina. On January 22, 2018, while the Company was in receivership, the Company (acting through the court-appointed receiver in her capacity as CEO and sole Director of the Company) sold 500,000 shares (the “CRG Shares”) of its common stock to Convergent Risk Group (“CRG” or “Convergent Risk”), an entity owned and operated by the Company’s Chief Executive Officer, Robert Liscouski, for $155,000. On February 21, 2018, by written consent of the majority shareholder (Convergent Risk), Mr. Robert Liscouski (the Chief Executive Officer of Convergent Risk) and Mr. Christopher Roberts were elected as members of the Company’s Board of Directors. Mr. Liscouski was simultaneously elected as Chairman of the Board. The majority shareholder also directed the Company to take the necessary action to change its domicile from North Carolina to Delaware and change its name to Quantum Computing Inc. On February 21, 2018 the Company filed Articles of Conversion in North Carolina to convert the Company to a Delaware corporation with the name changed to Quantum Computing Inc. On February 22, 2018 the Company filed a Certificate of Conversion in Delaware to convert to a Delaware corporation with the name changed to Quantum Computing Inc. and re-domiciled to the state of Delaware on February 23, 2018. Company The Company is focused on providing software tools and applications for quantum computers. We believe there is significant business opportunity in the quantum computing industry, and that the quantum computer has the potential to disrupt several global industries. Independent of when quantum computing delivers compelling performance advantage over classical computing, the software tools and applications necessary for accelerating real-world problems must be developed to deliver on quantum computing’s full promise. Quantum computing is a fundamentally new paradigm compared with conventional silicon-based computing, requiring a new and highly technical set of skills to create the software that will drive quantum results. Organizations seeking to gain advantage from the promise of quantum technology must acquire and develop skills in quantum mechanics, mathematics and physics, and a deep knowledge of the ever-changing quantum hardware. The pool of people with those skills today is limited and in high demand. In order to address the steep learning curve and highly particular skillset associated with quantum computing, the Company is developing “quantum ready” software applications and solutions for commercial and government entities looking to leverage the expected future performance of quantum computing. We are focused on being an enabler – creating software that provide the advantages of advanced computing hardware for forward thinking clients. By reducing the barriers to adoption for commercial and government entities in using quantum computing technologies to solve their most complex problems, we believe our products will accelerate quantum technology adoption similar to the adoption curve that has been witnessed with artificial intelligence. To this end, we are leveraging our collective expertise in finance, computing, mathematics and physics to develop a suite of applications that may enable global industries to utilize quantum computers, quantum annealers and digital simulators to improve their processes, profitability, and security. The Company’s technical leadership intends to leverage industry expertise and innovative methods to develop quantum computer application solutions capable of solving increasingly complex problems in a more rapid and thorough manner. The Company will initially focus on addressing computational problems in the financial services, and cybersecurity quantum-secure encryption markets, followed later by addressing problems in the AI and genetics marketplaces. The Company’s fiscal year end is December 31. Basis of Presentation: The accompanying Balance Sheet as of March 31, 2021, which was derived from audited financial statements, and the unaudited interim financial statements of the Company, has been prepared in accordance with U.S. GAAP for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the accompanying unaudited, financial statements contain all adjustments necessary to present fairly the financial position of the Company as of March 31, 2021, and the cash flows and results of operations for the three and three months then ended. Such adjustments consisted only of normal recurring items. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results for subsequent periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements contained in the Company’s 2020 Form 10-K, filed with Securities and Exchange Commission, and it is suggested that these financial statements be read in conjunction therewith. Accounting Changes Except for the changes discussed below, Quantum has consistently applied the accounting policies to all periods presented in these unaudited financial statements. The Company has evaluated all recently implemented accounting standards and concluded that none currently apply to the Company. Use of Estimates: These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below. Cash and Cash Equivalents The Company’s policy is to present bank balances under cash and cash equivalents, which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Property and Equipment Property and equipment are stated at cost or contributed value. Depreciation of furniture, software and equipment is calculated using the straight-line method over their estimated useful lives, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Net Loss Per Share: Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period. |
Federal Income Taxes
Federal Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Federal Income Taxes | Note 2 – Federal Income Taxes: The Company has made no provision for income taxes because there have been no operations to date causing income for financial statements or tax purposes. The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 (“SFAS 109”). “Accounting for Income Taxes”, which requires a change from the deferred method to the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. March 31, 2021 2020 Net operating loss carry-forwards $ 3,209,535 $ 1,379,919 Valuation allowance (3,209,535 ) (1,379,919 ) Net deferred tax assets $ - $ - At March 31, 2021, the Company had net operating loss carry forwards of approximately $3,209,535. The Company experienced a change in control during the 2018, 2019 and 2020 calendar years and therefore no more than an insignificant portion of this net operating allowance will ever be used against future taxable income. In early 2020, an outbreak of the novel strain of coronavirus (COVID-19) emerged globally. In March 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic, which continues to spread throughout the United States. Subsequently, federal, state and local authorities issued mandates for social distancing and working from home to delay the spread of the coronavirus, resulting in an overall decline in economic activity. The ultimate impact of COVID-19 on the Company is not reasonably estimable at this time. Management is currently evaluating the recent introduction of the COVID-19 virus vaccines and the related government mandates, and their impact on the software industry and has concluded that while it is reasonably possible that the virus and the associated government mandates restricting activity could have a negative effect on the ability of the Company to meet with potential customers and to raise additional capital, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty, and the Company has not recorded any reserves relating to potential COVID-19 financial impacts. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), administered by the U.S. Small Business Administration (the "SBA") as a response to the economic uncertainty resulting from COVID-19. Congress amended the CARES Act on December 27, 2020. The CARES Act established the Paycheck Protection Program (the “PPP”) to loan money to small businesses to enable them to continue to meet payroll obligations in the face of business interruptions and loss of revenue due to COVID-19 related restrictions. The CARES Act also includes modifications for net operating loss carryovers and carrybacks, limitations of business interest expense deductions, immediate refund of alternative minimum tax (AMT) credit carryovers as well as a technical correction to the Tax Cuts and Jobs Act of 2017, referred to herein as the U.S. Tax Act, for qualified improvement property. The CARES Act also provides for deferred payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. As of March 31, 2021, the Company expects that the carryback of NOL's will not have an impact on its current tax attributes. The Company elected not to implement the payroll tax deferral program under the CARES Act, but did apply for a PPP loan. On May 6, 2020, the Company executed an unsecured promissory note (the “Note”) with BB&T/Truist Bank N.A. to evidence a loan to the Company in the amount of $218,371 under the Paycheck Protection Program (the “PPP”) established under the CARES Act. In accordance with the requirements of the CARES Act, the Company used the proceeds from the loan exclusively for qualified expenses under the PPP, including payroll costs and employee benefits. Interest will accrue on the outstanding balance of the Note at a rate of 1.00% per annum. The Company expects to apply for forgiveness of up to the entire amount of the Note. Notwithstanding the Company’s eligibility to apply for forgiveness, no assurance can be given that the Company will obtain forgiveness of all or any portion of the amounts due under the Note. The amount of forgiveness under the Note is calculated in accordance with the requirements of the PPP, including the provisions of Section 1106 of the CARES Act, subject to limitations and ongoing rule-making by the SBA and the maintenance of employee and compensation levels. Subject to any forgiveness granted under the PPP, the Note is scheduled to mature two years from the date of first disbursement under the Note. The Note may be prepaid at any time prior to maturity with no prepayment penalties. The Note provides for customary events of default, including, among others, those relating to failure to make payments, bankruptcy, and significant changes in ownership. The occurrence of an event of default may result in the required immediate repayment of all amounts outstanding and/or filing suit and obtaining judgment against the Company. The Company’s obligations under the Note are not secured by any collateral or personal guarantees. |
Financial Accounting Developmen
Financial Accounting Developments | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Financial Accounting Developments: | Note 3 – Financial Accounting Developments: Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. The Company has evaluated the recently implemented accounting standards and concluded that none currently apply to the Company. |
Subscription Receivable
Subscription Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Subscription Receivable [Abstract] | |
Subscription Receivable | Note 4 – Subscription Receivable The Company assumed a promissory note from one of the Initial Investors to Convergent Risk Group, LLC (see Note 9 – Related Parties) in the amount of $100,000, which is payable by the Initial Investor on or before December 31, 2020. The promissory note was issued in payment for a promissory note from Convergent to the Initial Investor, which has also been assumed by the Company in exchange for a Convertible Promissory Note in the amount of $100,000, convertible to Company common shares at a conversion price of $0.10 per share. If the promissory note was paid in full on or before December 31, 2020, the Company’s Convertible Promissory Note would convert and shares will be issued. If the promissory note was not paid in full on or before December 31, 2020, the Company’s Convertible Promissory Note held by this investor would be cancelled, and no shares would be issued. In 2019 the Company engaged the Initial Investor as a consultant to provide advisory services for a one-year period. Upon satisfactory completion of the agreed services in July 2020, the Company deemed the services to be sufficiently valuable that in lieu of cash payment of invoice submitted the Company offset the invoice against the balance of the promissory note, which has been deemed paid in full. The Initial Investor converted the full $100,000 of its Convertible Promissory Note into 1,000,000 shares of common stock as of December 31, 2020. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment March 31, December 31, Classification 2021 2020 Hardware & Equipment $ 44,369 $ 40,326 Software 0 0 Total cost of property and equipment 44,369 40,326 Accumulated depreciation 11,386 9,370 Property and equipment, net $ 32,983 $ 30,956 The Company made Property and Equipment acquisitions of $4,043 during the three months ended March 31, 2021. The Company depreciates computer equipment over a period of five years. |
Convertible Promissory Notes an
Convertible Promissory Notes and Loans | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes and Loans | Note 6 – Convertible Promissory Notes and Loans In June 2019, the Company refunded $26,000 to a convertible promissory note investor. The accrued interest on that promissory note was written off by agreement with the investor. In August 2019 the Company converted $1,994,500 principal amount of Convertible Promissory Notes convertible at $1.00 plus $124,997 of accrued interest into 2,119,525 restricted shares of common stock per the terms of the Convertible Note subscription agreements the Company entered into in 2018 with 59 accredited investors. Accrued interest on the Notes was rounded up to the next whole dollar so the Company did not issue fractional shares. Also, in August, the Company converted $21,000 principal amount of Convertible Promissory Notes (non-interest bearing) convertible at $0.10 into 210,000 shares of common stock In October 2019 the Company entered into a Securities Purchase Agreement (the “SPA”), dated October 14, 2019 and effective October 16, 2019 (the “Issuance Date”), by and between the Company and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”), pursuant to which Auctus purchased from the Company, for a purchase price of $500,000 (the “Purchase Price”): (i) a Convertible Promissory Note in the principal amount of $500,000.00 (the “Auctus Note”); (ii) a common stock purchase warrant permitting Auctus to purchase up to 500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $2.75 per share (the “First Warrant”); (iii) a common stock purchase warrant permitting Auctus to purchase up to 350,000 shares of the Company’s Common Stock at an exercise price of $3.75 per share (the “Second Warrant”); and (iv) a common stock purchase warrant permitting Auctus to purchase up to 275,000 shares of the Company’s Common Stock at an exercise price of $4.75 per share (the “Third Warrant” and together with the First Warrant and the Second Warrant, the “Warrants”, and together with the Note, the “Securities”). The Auctus Note accrues interest at a rate of ten percent (10%) per annum and matures on October 14, 2020 (the “Maturity Date”). If the Company prepays the Auctus Note, the Company shall pay all of the principal and interest, together with a prepayment penalty ranging from 125% to 150% depending upon the date of such prepayment. The Auctus Note contains customary events of default (each an “Event of Default”). If an Event of Default occurs, all outstanding obligations owing under the Auctus Note will become immediately due and payable in cash or Common Stock at Auctus’ election. Any outstanding obligations owing under the Auctus Note which is not paid when due shall bear interest at the rate of twenty four percent (24%) per annum. The Auctus Note is convertible into shares of the Company’s Common Stock, subject to the adjustments described therein. The conversion price (the “Conversion Price”) shall equal the lesser of: (i) $1.50, and (ii) 50% multiplied by the lowest trading price for the Common Stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion date (representing a discount rate of 50%). Notwithstanding anything contained in the Auctus Note to the contrary, prior to the occurrence of an Event of Default, the Conversion Price shall not be less than $1.50 per share (the “Floor Price”). The Floor Price is subject to adjustment at the six (6) and nine (9) month anniversary of the Issuance Date. In the event that the Floor Price as of such dates is less than 70% multiplied by the volume weighted average price (VWAP) of the Common Stock during the five (5) trading day period immediately prior to such dates, the Floor Price is adjusted to such lesser amount. Under the terms of the SPA, subject to certain conditions, upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) registering all of the shares of Common Stock underlying the Auctus Note and the Warrants, Auctus agreed to provide the Company with an additional investment of up to $1,000,000 through the issuance of an additional note or notes, as applicable (the “Additional Notes” together with the Note, the “Notes”). The Auctus Notes and Warrants were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the investor had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the investor agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act. In connection with the SPA, the Company entered into a Registration Rights Agreement (the “RRA”) pursuant to which it committed (i) use its best efforts to file with the Commission the Registration Statement within ninety (90) days of the Issuance Date; and (ii) have the Registration Statement declared effective by the Commission within one hundred fifty (150) days of the Issuance Date. The Company filed a Registration Statement with the Commission in November 2019 and it was declared effective in December 2019, registering 1,625,000 shares. In January 2020 the Auctus Fund LLC exercised its option to convert $21,305 of the principal of its Convertible Note and accrued interest and fees of $8,695 (a total of $30,000) into 20,000 shares of the Company’s common stock. The principal balance remaining on the Note following this conversion was $478,695. In February 2020 the Auctus Fund LLC exercised its option to convert $138,998 of the principal of its Convertible Note and accrued interest and fees of $11,002 (a total of $150,000) into 100,000 shares of the Company’s common stock. The principal balance remaining on the Note following this conversion was $339,698. In February 2020, the Company entered into an agreement with the Auctus Fund LLC to reduce the exercise price of the $2.75 per share Warrants to $1.50 per share. No other changes were made to the terms of the Warrants or the Convertible Note held by the Auctus Fund. In February, the Auctus Fund LLC exercised 167,000 warrants at $1.50 per share, resulting in total proceeds to the Company of $250,500. In February 2020, the Board authorized a private placement of convertible promissory notes in the aggregate amount up to $5,000,000 at a conversion price of $1.50 per share (the “2020 Convertible Note Offering”). The Notes accrue interest at eight percent (8%) per annum and are convertible into common stock of the Company at any time prior to or at the Maturity Date, twelve months from the Issuance Date. In connection with the 2020 Convertible Note Offering, the Company has received funds of $100,000 as of June 30, 2020. The Board closed the 2020 Convertible Note Offering to further investment in June 2020. On May 8, 2020 the Company repaid the outstanding principal balance of the Auctus convertible note, including accrued interest and prepayment penalty interest, for a total of $462,691. Oasis Securities Purchase Agreement On May 6, 2020 (the “Issuance Date”), Quantum Computing Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) by and between the Company and Oasis Capital, LLC, a Puerto Rico limited liability company (“Oasis”), pursuant to which Oasis purchased from the Company, for a purchase price of $500,000 (the “Purchase Price”): (i) a Convertible Promissory Note in the principal amount of $563,055.00 (the “Note”); and (ii) a common stock purchase warrant (the “Warrant” and together with the Note, the “Securities”) permitting Oasis to purchase up to 187,685 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $1.50 per share (the “Exercise Price”). The Company received the Purchase Price on May 8, 2020. The Note accrues interest at a rate of eight percent (8%) per annum and matures on the nine (9) months anniversary of the Issuance Date (the “Maturity Date”). In the event that the Company prepays the Note, the Company shall pay all of the principal and interest, together with a prepayment penalty ranging from 105% to 135% depending upon the date of such prepayment. The Note contains customary events of default (each an “Event of Default”). If an Event of Default occurs, all outstanding obligations owing under the Note will become immediately due and payable in cash or Common Stock at Oasis’ election. Any outstanding obligations owing under the Note which are not paid when due shall bear interest at the rate of eighteen percent (18%) per annum. The Note is convertible into shares of the Company’s Common Stock, subject to the adjustments described therein. The conversion price (the “Conversion Price”) per share shall be (i) $1.50 during the six month period immediately following the Issuance Date, and (ii) after the six month period immediately following the Issue Date, the lower of: (a) $1.50, and (b) 70% multiplied by the lowest volume weighted average price for the Common Stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion date (representing a discount rate of 30%). The Warrant is exercisable for a term of five-years from the date of issuance. The Warrants provide for cashless exercise to the extent that there is no registration statement available for the underlying shares of Common Stock. Until such time as there no longer an outstanding balance on the Note, if the Company shall, at any time while the Warrant is outstanding, sell any shares of Common Stock or securities entitling any person or entity to acquire shares of Common Stock at a price per share that is less than the Exercise Price (a “Dilutive Issuance”), than the Exercise Price shall be reduced to equal the Base Share Price (as defined in the Warrant) and the number of shares of Common Stock issuable under the Warrant shall be increased such that the aggregate exercise price payable under the Warrant, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. On May 7, 2020, in connection with its entry into the Securities Purchase Agreement, the Company issued 37,537 Inducement Shares (as defined in the Securities Purchase Agreement) to Oasis. Oasis Equity Purchase Agreement On May 6, 2020 (the “Execution Date”), the Company entered into an Equity Purchase Agreement (“Equity Purchase Agreement”) and a Registration Rights Agreement (“Registration Rights Agreement”) with Oasis. Under the terms of the Equity Purchase Agreement, Oasis agreed to purchase from the Company up to $10,000,000 of the Company’s Common Stock upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) and subject to certain limitations and conditions set forth in the Equity Purchase Agreement. Following effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the Equity Purchase Agreement, the Company shall have the discretion to deliver put notices to Oasis and Oasis will be obligated to purchase shares of the Company’s Common Stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to Oasis in each put notice shall not exceed the lesser of $500,000 or two hundred and fifty percent (250%) of the average daily trading volume of the Company’s Common Stock during the ten (10) trading days preceding the put notice. Pursuant to the Equity Purchase Agreement, Oasis and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to Oasis that would result in Oasis’s beneficial ownership of the Company’s outstanding Common Stock exceeding 9.99%. The price of each put share shall be equal to ninety percent (90%) of the Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered by the Company to Oasis until the earlier of (i) the date on which Oasis has purchased an aggregate of $10,000,000 worth of Common Stock under the terms of the Equity Purchase Agreement; (ii) April 26, 2023; or (iii) written notice of termination delivered by the Company to Oasis, subject to certain equity conditions set forth in the Equity Purchase Agreement. On May 7, 2020, in connection with its entry into the Equity Purchase Agreement and the Registration Rights Agreement, the Company issued 133,334 Commitment Shares (as defined in the Equity Purchase Agreement) to Oasis. The Registration Rights Agreement provides that the Company shall (i) file with the Commission the Registration Statement by June 1, 2020; and (ii) use its best efforts to have the Registration Statement declared effective by the Commission at the earliest possible date (and in any event, within sixty (60) days of the Execution Date). In July 2020 the Company converted $100,000 principal amount of Convertible Promissory Notes convertible at $0.10 into 1,000,000 restricted shares of common stock per the terms of the Convertible Note subscription agreement the Company entered into in 2018 the accredited investor, currently a member of the Company’s Board of Directors. In December 2020, Oasis converted the principal balance of its promissory note plus accrued interest into 596,869 shares of common stock. Paycheck Protection Program Loan On May 6, 2020, Quantum Computing Inc. (the “Company”) executed an unsecured promissory note (the “Note”) with BB&T/Truist Bank N.A. to evidence a loan to the Company in the amount of $218,371 under the Paycheck Protection Program (the “PPP”) established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), administered by the U.S. Small Business Administration (the "SBA"). In accordance with the requirements of the CARES Act, the Company expects to use the proceeds from the loan exclusively for qualified expenses under the PPP, including payroll costs, mortgage interest, rent and utility costs. Interest will accrue on the outstanding balance of the Note at a rate of 1.00% per annum. The Company expects to apply for forgiveness of up to the entire amount of the Note. Notwithstanding the Company’s eligibility to apply for forgiveness, no assurance can be given that the Company will obtain forgiveness of all or any portion of the amounts due under the Note. The amount of forgiveness under the Note is calculated in accordance with the requirements of the PPP, including the provisions of Section 1106 of the CARES Act, subject to limitations and ongoing rule-making by the SBA and the maintenance of employee and compensation levels. Subject to any forgiveness granted under the PPP, the Note is scheduled to mature two years from the date of first disbursement under the Note. The Note may be prepaid at any time prior to maturity with no prepayment penalties. The Note provides for customary events of default, including, among others, those relating to failure to make payments, bankruptcy, and significant changes in ownership. The occurrence of an event of default may result in the required immediate repayment of all amounts outstanding and/or filing suit and obtaining judgment against the Company. The Company’s obligations under the Note are not secured by any collateral or personal guarantees. On May 8, 2020, the Company entered into an agreement with the Auctus Fund LLC to reduce the exercise price of the Amended First Warrants from $1.50 per share to $1.00 per share, and to reduce the exercise price of the Second Warrants from $3.75 to $2.50 per share. No other changes were made to the terms of the Warrants or the Convertible Note held by the Auctus Fund. In May, the Auctus Fund LLC exercised 50,000 warrants at $1.00 per share, resulting in total proceeds to the Company of $50,000. In June, the Auctus Fund LLC exercised 183,000 warrants at $1.00 per share, resulting in total proceeds to the Company of $183,000. In April 2020 the Company applied to the US Small Business Administration (the “SBA”) for a loan under the Economic Injury Disaster Loan (EIDL) program. In May the SBA informed the Company that the EIDL loan application had been declined, but that the SBA would provide a $10,000 forgivable advance under the EIDL program. In May 2020 the Company raised $30,000 from three stockholders in the form of short term, non-interest bearing, promissory notes, each in the amount of $10,000. The promissory notes were repaid by the Company prior to the December 31, 2020 maturity date. As of December 31, 2020, all of the Warrants held by Auctus and Oasis have been exercised, resulting in total proceeds to the Company of $1,458,500. In December 2020, two of the Company’s Initial Investors converted the remaining principal balance of their promissory notes, $159,000, into 1,590,000 shares of the Company’s common stock at $0.10 per share. In addition, one of the investors in the 2018 Convertible Note Offering converted the principal balance of his note plus accrued interest into 893,000 shares of the Company’s common stock. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock: | Note 7 – Capital Stock: In June 2020, the Company entered into twelve month Lock Up – Leak Out agreements with fifty holders of approximately 2 million shares of restricted stock in exchange for 443,273 incentive shares. Under the Lock Up-Leak Out agreements the stockholders are precluded from selling, granting, lending, pledging, offering or in any way, directly or indirectly disposing of their shares until June 11, 2021 and after that date they agreed to limit daily sales to no more than ten percent (10%) of the average daily trading volume of the Company’s stock for the previous three trading days. Two additional holders of a total of 50,000 shares also entered into 12-month LockUp-Leak Out agreements, however, due to an administrative oversight, the Company did not issue their incentives shares, totaling 10,000 shares, until September 2020. On June 10, 2020 the Board authorized a private placement of common stock with fifty percent (50%) warrant coverage at an exercise price of $2.00 in the aggregate amount up to $3,000,000 at a stock price of $1.00 per share (the “2020 Units Offering”). In connection with the 2020 Units Offering, the Company received funds of $342,000 as of August 24, 2020, and issued 342,000 shares of Common Stock and Warrants to purchase 171,000 shares of Common Stock. The Board closed the 2020 Units Offering to further investment in August 2020. In June 2020 the Company issued 300,000 shares of common stock to Capital Market Access, LLC, an investor relations firm, as compensation for services pursuant to the terms of an agreement the Company entered into with Capital Market Access, LLC in May 2020. On July 24, 2020, the Company entered into Restricted Stock Agreements (the “Restricted Stock Agreements”) with certain of its senior managers, including certain directors and officers, listed in the table below (each, a “Grantee” and together, the “Grantees”), pursuant to the 2019 Quantum Computing Inc. Equity and Incentive Plan (the “Incentive Plan”). Pursuant to the terms of the Restricted Stock Agreements, the stock grants are one hundred percent (100%) vested as of the date of grant, but are subject to the Company’s right to recoup or “clawback” a portion of the shares if the Grantee terminates their employment prior to the second anniversary of the date of grant, in accordance with the following schedule: (i) the Company can recoup 100% of the shares until May 31, 2021, and (ii) the Company can recoup 50% of the shares between June 1, 2021 and May 31, 2022. As of June 1, 2022, the Company has no further recoupment rights to the shares. The stock grants are also subject to LockUp agreements for three years from the Grantee’s date of employment. The Lock Up Agreements preclude the Grantees from selling, granting, lending, pledging, offering or in any way, directly or indirectly disposing of the shares in the Restricted Stock Agreements. In the aggregate the Company issued 2,000,000 shares to its senior managers, including the directors and officers listed below. The shares were granted at $3.16 per share. Name of Grantee Position Number of Shares Robert Liscouski Chairman, Chief Executive Officer, President 400,000 Christopher Roberts Chief Financial Officer, Director 400,000 In August 2020 the Board authorized a private placement of common stock in the aggregate amount up to $4,500,000 at a stock price of $1.00 per share (the “2020 $1.00 Equity Offering”). The Company entered into Stock Purchase Agreements (the “SPA”) with approximately 94 accredited investors (the “Investors”), whereby the Investors purchased from the Company shares of the Company’s common stock in an aggregate amount of 4,237,500 (the “Shares”), for a purchase price of $1.00 per share (the “Per Share Purchase Price”) resulting in gross proceeds to the company of $4,237,500. Under the terms of the SPA, the Investors shall have piggy-back registration rights to have the shares issued pursuant to the SPA included as part of any registration of securities filed by the Company (other than pursuant to Form S-4, Form S-8, or any equivalent form). In connection with the Offering the Company issued an advisor 100,000 shares of the Company’s common stock and warrants to purchase an additional 325,000 shares of the Company’s common stock, at an initial exercise price) of $3.40- per share, subject to adjustment (the “Warrants”). Warrants will expire on September 11, 2025. The Board closed the 2020 Units Offering to further investment in September, 2020. In September 2020 the Company issued 20,000 shares of common stock to Capital Market Access, LLC, an investor relations firm, as compensation for services pursuant to the terms of an agreement the Company entered into with Capital Market Access, LLC in May 2020. In September 2020 the Company issued 50,000 shares of common stock and warrants to purchase an additional 150,000 shares of the Company’s common stock, at an initial exercise price of $1.00 per share, subject to adjustment (the “Warrants”), to Bridgewater Capital Corp, a financial and business strategy consulting firm, as compensation for services pursuant to the terms of an agreement the Company entered into with Bridgewater Capital in August 2020. The Warrants will expire on September 11, 2025. In October 2020 the Board authorized a private placement of common stock in the aggregate amount up to $12,500,000 at a stock price of $2.50 per share (the “2020 $2.50 Equity Offering”). As of December 31, 2020, the Company has raised approximately $14.4 million in the 2020 $2.50 Equity Offering. The Board closed the 2020 $2.50 Equity Offering to further investment effective December 31, 2020. In connection with the 2020 $2.50 Equity Offering the Company issued an advisor 367,678 shares of the Company’s common stock and warrants to purchase an additional 367,678 shares of the Company’s common stock, at an initial exercise price) of $3.00 per share, subject to adjustment (the “Warrants”). Warrants will expire on December 23, 2025. In December 2020 the Company issued 10,000 shares of common stock to Capital Market Access, LLC, an investor relations firm, as compensation for services pursuant to the terms of an agreement the Company entered into with Capital Market Access, LLC in May 2020. In December 2020 the Company issued 170,000 shares of common stock to Bridgewater Capital Corp, a financial and business strategy consulting firm, as compensation for services pursuant to the terms of an agreement the Company entered into with Bridgewater Capital in October, 2020. In December 2020 the Company issued 250,000 shares each to its two independent directors as compensation for their services on the Company’s Board of Directors from September 2018 through December 2020. In January 2021 the Company issued 10,000 shares of common stock to Axis Partners, Inc., an investor relations firm, as compensation for services pursuant to the terms of an agreement the Company entered into with Axis Partners, Inc. in January 2021. In January 2021 holders of warrants for 842,678 shares of common stock requested a cashless exercise of their warrants, resulting in the issuance of 616,273 shares of common stock. In February 2021 the Company issued 5,556 shares of common stock to a consultant as compensation for business development services pursuant to an agreement the Company entered into in January 2021. In February 2021 the Company issued options for 450,000 shares of common stock, vesting over twelve months, to two investor relations consultants pursuant to agreements the Company entered into in February 2021. In February 2021 an advisor exercised options to purchase 30,000 shares of the Company’s common stock at $1.00 per share, resulting in proceeds to the Company of $30,000. In February 2021 an investor exercised warrants for 25,000 shares of the Company’s common stock at $2.00 per share, resulting in proceeds to the Company of $50,000. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 – Related Party Transactions Convergent Risk Group, LLC To finance the acquisition of the control block of shares in IBGH, an investor group (the “Initial Investors.”), loaned Convergent Risk Group, LLC (Convergent) $275,000, in exchange for Promissory Notes from Convergent (the “Promissory Notes”) in the total amount of $275,000. Convergent, a Virginia limited liability company, is owned 100% by Mr. Robert Liscouski, who is the CEO and currently the majority shareholder of the Company. To induce Mr. Liscouski to serve as CEO of the Company, the Company assumed the “Promissory Notes” in the total amount of $275,000 and certain liabilities (the “Liabilities”). The Liabilities and the Promissory Notes are collectively the “Convergent Liabilities.” The Convergent Liabilities assumed by the Company were exchanged for Convertible Promissory Notes issued by the Company for $275,000 (the same amount that Convergent had issued them for). The Convertible Promissory Notes accrue interest at eight percent (8%) per annum and are convertible into common stock of the Company at a conversion price of $0.10 per share at any time prior to or at August 10, 2019. The Company also assumed a promissory note from one of the Initial Investors to Convergent in the amount of $100,000, which is payable on or before June 30, 2019. All of the Initial Investors have converted their Convertible Promissory Notes to the Company’s common stock as of December 31, 2020. REMTC, Inc. To provide the Company with a highly secure development environment and intra-company data management and communication system, the Company contracted with REMTC, Inc. (“REMTC”), an entity wholly owned by Richard Malinowski, who was the Company’s Chief Technology and Operations Officer at the time, to acquire the necessary hardware and software, configure and install the REMTC proprietary security system, known as “PASS.” The total cost of the PASS System was approximately $670,000 which the Company paid to REMTC. In November 2018, Mr. Richard Malinowski informed the Company of his decision to resign as Chief Technology and Operations Officer and the Board accepted his resignation and that of Mr. Thomas Kelly. The Company and REMTC have unwound the PASS agreement and the Company expects to receive approximately $670,000 back from Mr. Malinowski and REMTC. The Company determined that the PASS System was unusable and therefore impaired, and wrote off the remaining undepreciated value of the PASS system as of December 31, 2018. In March 2019 the Company commenced litigation in New Jersey state court against REMTC, Mr. Malinowski and Mr. Kelly to recover the cost of the PASS System. In January 2020 the Company entered into a settlement of its claims against REMTC, Mr. Malinowski and Mr. Kelly and the litigation in New Jersey was dismissed. JLS Ventures To provide the Company with advertising and marketing services, the Company verbally contracted with JLS Ventures LLC. (“JLS”), an entity wholly owned by Justin Schreiber, a member of the Company’s board of directors, to procure and manage the advertising services. The agreement with JLS was terminated in October 2020 and no further expenses are anticipated under this contract. During the year ending December 31, 2020 the Company paid JLS $140,698 for advertising services. |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Note 9 – Employee Benefits: The Company offers a health and welfare benefit plan to current full time employees that provides medical, dental, vision, life and disability benefits. The Company also offers a 401K retirement savings plan to all full time employees. There are no unpaid liabilities under the Company’s benefit plans, and the Company has no obligation to pay for post-retirement health and medical costs of retired employees. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events: In April 2021 an investor exercised warrants for 125,000 shares of the Company’s common stock at $2.00 per share, resulting in proceeds to the Company of $250,000. In April 2021 the Company entered into employment agreements with two executive officers, Mr. Robert Liscouski and Mr. Christopher Roberts, listed in the table below (each, a “Officer” and together, the “Officers”). Pursuant to the terms of the Employment Agreements, the Officers were granted options to purchase shares of the Company’s common stock. The options were granted at $6.40 per share. Name Position Number of Options Robert Liscouski Chairman, Chief Executive Officer, President 400,000 Christopher Roberts Chief Financial Officer, Director 400,000 There are no other events of a subsequent nature that in management’s opinion are reportable. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation: | Basis of Presentation: The accompanying Balance Sheet as of March 31, 2021, which was derived from audited financial statements, and the unaudited interim financial statements of the Company, has been prepared in accordance with U.S. GAAP for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the accompanying unaudited, financial statements contain all adjustments necessary to present fairly the financial position of the Company as of March 31, 2021, and the cash flows and results of operations for the three and three months then ended. Such adjustments consisted only of normal recurring items. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results for subsequent periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements contained in the Company’s 2020 Form 10-K, filed with Securities and Exchange Commission, and it is suggested that these financial statements be read in conjunction therewith. |
Accounting Changes | Accounting Changes Except for the changes discussed below, Quantum has consistently applied the accounting policies to all periods presented in these unaudited financial statements. The Company has evaluated all recently implemented accounting standards and concluded that none currently apply to the Company. |
Use of Estimates: | Use of Estimates: These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s policy is to present bank balances under cash and cash equivalents, which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost or contributed value. Depreciation of furniture, software and equipment is calculated using the straight-line method over their estimated useful lives, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. |
Net Loss Per Share: | Net Loss Per Share: Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period. |
Federal Income Taxes (Tables)
Federal Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities | March 31, 2021 2020 Net operating loss carry-forwards $ 3,209,535 $ 1,379,919 Valuation allowance (3,209,535 ) (1,379,919 ) Net deferred tax assets $ - $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | March 31, December 31, Classification 2021 2020 Hardware & Equipment $ 44,369 $ 40,326 Software 0 0 Total cost of property and equipment 44,369 40,326 Accumulated depreciation 11,386 9,370 Property and equipment, net $ 32,983 $ 30,956 |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of senior managers including the directors and officers | Name of Grantee Position Number of Shares Robert Liscouski Chairman, Chief Executive Officer, President 400,000 Christopher Roberts Chief Financial Officer, Director 400,000 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Schedule of employment agreements, options to purchase shares of common stock | Name Position Number of Options Robert Liscouski Chairman, Chief Executive Officer, President 400,000 Christopher Roberts Chief Financial Officer, Director 400,000 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 22, 2018 | Aug. 28, 2017 | May 22, 2017 | Mar. 31, 2021 | |
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Sought damages | $ 30,000 | |||
Reimbursement of filing costs | $ 1,000 | |||
Plaintiff of shares issued | 18,500,000 | |||
Incorporation date | Jul. 25, 2001 | |||
Chief Executive Officer [Member] | ||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Common stock shares sold | 500,000 | |||
Amount of common stock shares sold | $ 155,000 | |||
Beverage Group Holdings, Inc. [Member] | ||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Issue shares of stock | 100,000,000 |
Federal Income Taxes (Details)
Federal Income Taxes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 27, 2020 | Mar. 31, 2021 | May 06, 2020 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry forwards | $ 3,209,535 | ||
Deferred payment of the employer portion | The CARES Act also provides for deferred payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. As of March 31, 2021, the Company expects that the carryback of NOL's will not have an impact on its current tax attributes. | ||
Unsecured promissory note | $ 218,371 | ||
Interest rate, percentage | 1.00% |
Federal Income Taxes (Details)
Federal Income Taxes (Details) - Schedule of differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Schedule of differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities [Abstract] | ||
Net operating loss carry-forwards | $ 3,209,535 | $ 1,379,919 |
Valuation allowance | (3,209,535) | (1,379,919) |
Net deferred tax assets |
Subscription Receivable (Detail
Subscription Receivable (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Subscription Receivable (Details) [Line Items] | |
Issuance of share (in Shares) | shares | 1,000,000 |
Convergent Risk Group, LLC [Member] | |
Subscription Receivable (Details) [Line Items] | |
Amount payable | $ 100,000 |
Converted note payable | $ 100,000 |
Conversion price (in Dollars per share) | $ / shares | $ 0.10 |
Investor [Member] | |
Subscription Receivable (Details) [Line Items] | |
Converted note payable | $ 100,000 |
Property and Equipment (Details
Property and Equipment (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Property, Plant and Equipment [Abstract] | |
Property and equipment acquisitions | $ 4,043 |
Estimated life | 5 years |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 44,369 | $ 40,326 |
Accumulated depreciation | 11,386 | 9,370 |
Property and equipment, net | 32,983 | 30,956 |
Hardware & Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 44,369 | 40,326 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 0 | $ 0 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Loans (Details) - USD ($) | May 08, 2020 | May 06, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Aug. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 30, 2020 | May 30, 2020 | May 07, 2020 | Aug. 10, 2019 |
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Refunded to note investor | $ 26,000 | |||||||||||||||
Promissory notes convertible price (in Dollars per share) | $ 0.10 | |||||||||||||||
Principal amount | 100,000 | |||||||||||||||
Purchase price | $ (60,302) | |||||||||||||||
Accrued interest, percentage | 10.00% | |||||||||||||||
Conversion price, description | (i) $1.50, and (ii) 50% multiplied by the lowest trading price for the Common Stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion date (representing a discount rate of 50%). Notwithstanding anything contained in the Auctus Note to the contrary, prior to the occurrence of an Event of Default, the Conversion Price shall not be less than $1.50 per share (the “Floor Price”). The Floor Price is subject to adjustment at the six (6) and nine (9) month anniversary of the Issuance Date. In the event that the Floor Price as of such dates is less than 70% multiplied by the volume weighted average price (VWAP) of the Common Stock during the five (5) trading day period immediately prior to such dates, the Floor Price is adjusted to such lesser amount. | |||||||||||||||
Accrued interest, percentage | 8.00% | |||||||||||||||
Restricted shares of common stock (in Shares) | 187,685 | |||||||||||||||
Stock Options | $ 2.50 | |||||||||||||||
Purchased an aggregate shares | ||||||||||||||||
Unsecured promissory note | 218,371 | |||||||||||||||
Forgivable advance | $ 10,000 | |||||||||||||||
Promissory notes | $ 10,000 | |||||||||||||||
Paycheck Protection Program Loan [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Conversion price, description | the Auctus Fund LLC exercised 183,000 warrants at $1.00 per share, resulting in total proceeds to the Company of $183,000. | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Principal amount | $ 1,994,500 | |||||||||||||||
Promissory notes convertible price (in Dollars per share) | $ 0.10 | |||||||||||||||
Accrued interest | $ 124,997 | |||||||||||||||
Restricted shares of common stock (in Shares) | 2,119,525 | |||||||||||||||
Principal amount | $ 21,000 | |||||||||||||||
Convertible Share of common stock (in Shares) | 210,000 | |||||||||||||||
Purchase price | $ 500,000 | |||||||||||||||
Warrant purchase, description | a Convertible Promissory Note in the principal amount of $500,000.00 (the “Auctus Note”); (ii) a common stock purchase warrant permitting Auctus to purchase up to 500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $2.75 per share (the “First Warrant”); (iii) a common stock purchase warrant permitting Auctus to purchase up to 350,000 shares of the Company’s Common Stock at an exercise price of $3.75 per share (the “Second Warrant”); and (iv) a common stock purchase warrant permitting Auctus to purchase up to 275,000 shares of the Company’s Common Stock at an exercise price of $4.75 per share (the “Third Warrant” and together with the First Warrant and the Second Warrant, the “Warrants”, and together with the Note, the “Securities”). | |||||||||||||||
Bear interest rate | 24.00% | |||||||||||||||
issuance of an additional note | $ 1,000,000 | |||||||||||||||
Registration shares (in Shares) | 1,625,000 | |||||||||||||||
Convertible Notes Payable [Member] | Non-interest bearing [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Promissory notes convertible price (in Dollars per share) | $ 1 | |||||||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Accrued interest, percentage | 125.00% | |||||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Accrued interest, percentage | 150.00% | |||||||||||||||
Convertible Notes Payable [Member] | Auctus Fund, LLC [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Convertible Share of common stock (in Shares) | 20,000 | |||||||||||||||
Convertible Notes Payable [Member] | Oasis Securities Purchase Agreement [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Principal amount | 563,055 | |||||||||||||||
Purchase price | $ 500,000 | |||||||||||||||
Accrued interest, percentage | 8.00% | |||||||||||||||
Bear interest rate | 18.00% | |||||||||||||||
Conversion price, description | The conversion price (the “Conversion Price”) per share shall be (i) $1.50 during the six month period immediately following the Issuance Date, and (ii) after the six month period immediately following the Issue Date, the lower of: (a) $1.50, and (b) 70% multiplied by the lowest volume weighted average price for the Common Stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion date (representing a discount rate of 30%). | |||||||||||||||
Exercise price (in Dollars per share) | $ 1.50 | |||||||||||||||
Share price at par value (in Dollars per share) | $ 0.0001 | |||||||||||||||
Inducement Shares (in Shares) | 37,537 | |||||||||||||||
Convertible Notes Payable [Member] | Oasis Securities Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Prepayment penalty ranging percentage | 105.00% | |||||||||||||||
Convertible Notes Payable [Member] | Oasis Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Prepayment penalty ranging percentage | 135.00% | |||||||||||||||
Convertible Notes Payable [Member] | Oasis Equity Purchase Agreement [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Promissory notes convertible price (in Dollars per share) | $ 0.10 | |||||||||||||||
Convertible Share of common stock (in Shares) | 1,000,000 | |||||||||||||||
Purchase price | $ 10,000,000 | |||||||||||||||
Conversion of amount | $ 100,000 | |||||||||||||||
Agreement description | The maximum amount that the Company shall be entitled to put to Oasis in each put notice shall not exceed the lesser of $500,000 or two hundred and fifty percent (250%) of the average daily trading volume of the Company’s Common Stock during the ten (10) trading days preceding the put notice. Pursuant to the Equity Purchase Agreement, Oasis and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to Oasis that would result in Oasis’s beneficial ownership of the Company’s outstanding Common Stock exceeding 9.99%. The price of each put share shall be equal to ninety percent (90%) of the Market Price (as defined in the Equity Purchase Agreement). | |||||||||||||||
Purchased an aggregate shares | $ 10,000,000 | |||||||||||||||
Commitment Shares (in Shares) | 133,334 | |||||||||||||||
Convertible shares of common stock (in Shares) | 596,869 | |||||||||||||||
Convertible Notes Payable [Member] | Paycheck Protection Program Loan [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Warrant purchase, description | the exercise price of the Amended First Warrants from $1.50 per share to $1.00 per share, and to reduce the exercise price of the Second Warrants from $3.75 to $2.50 per share. | |||||||||||||||
Conversion price, description | the Auctus Fund LLC exercised 50,000 warrants at $1.00 per share, resulting in total proceeds to the Company of $50,000. | |||||||||||||||
Proceeds from issuance of notes | $ 30,000 | |||||||||||||||
Unsecured promissory note | $ 218,371 | |||||||||||||||
Interest rate | 1.00% | |||||||||||||||
Auctus Fund, LLC [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Principal amount | $ 138,998 | $ 21,305 | ||||||||||||||
Convertible Share of common stock (in Shares) | 100,000 | |||||||||||||||
Conversion price, description | the Auctus Fund LLC exercised 167,000 warrants at $1.50 per share, resulting in total proceeds to the Company of $250,500. | |||||||||||||||
Accrued interest and fees | $ 11,002 | 8,695 | ||||||||||||||
Proceeds from issuance of notes | 150,000 | 30,000 | ||||||||||||||
Conversion of amount | $ 339,698 | $ 478,695 | ||||||||||||||
Exercise price (in Dollars per share) | $ 2.75 | |||||||||||||||
Warrants per share (in Dollars per share) | 1.50 | |||||||||||||||
Oasis [Member] | Auctus [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Total proceeds | $ 1,458,500 | |||||||||||||||
Two Investors [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Principal amount | $ 159,000 | |||||||||||||||
Promissory notes convertible price (in Dollars per share) | $ 0.10 | |||||||||||||||
Convertible shares of common stock (in Shares) | 1,590,000 | |||||||||||||||
Investor [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Convertible shares of common stock (in Shares) | 893,000 | |||||||||||||||
Private Placement [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Convertible Promissory Notes and Loans (Details) [Line Items] | ||||||||||||||||
Promissory notes convertible price (in Dollars per share) | $ 1.50 | |||||||||||||||
Principal amount | $ 5,000,000 | |||||||||||||||
Accrued interest and fees | $ 462,691 | |||||||||||||||
Accrued interest, percentage | 8.00% | |||||||||||||||
Amount received | $ 100,000 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Jun. 10, 2020 | Feb. 28, 2021 | Jan. 31, 2021 | Sep. 30, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Jun. 24, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 |
Capital Stock (Details) [Line Items] | ||||||||||
Reverse stock split shares, description | the Company entered into Restricted Stock Agreements (the “Restricted Stock Agreements”) with certain of its senior managers, including certain directors and officers, listed in the table below (each, a “Grantee” and together, the “Grantees”), pursuant to the 2019 Quantum Computing Inc. Equity and Incentive Plan (the “Incentive Plan”). Pursuant to the terms of the Restricted Stock Agreements, the stock grants are one hundred percent (100%) vested as of the date of grant, but are subject to the Company’s right to recoup or “clawback” a portion of the shares if the Grantee terminates their employment prior to the second anniversary of the date of grant, in accordance with the following schedule: (i) the Company can recoup 100% of the shares until May 31, 2021, and (ii) the Company can recoup 50% of the shares between June 1, 2021 and May 31, 2022. As of June 1, 2022, the Company has no further recoupment rights to the shares. The stock grants are also subject to LockUp agreements for three years from the Grantee’s date of employment. The Lock Up Agreements preclude the Grantees from selling, granting, lending, pledging, offering or in any way, directly or indirectly disposing of the shares in the Restricted Stock Agreements. In the aggregate the Company issued 2,000,000 shares to its senior managers, including the directors and officers listed below. The shares were granted at $3.16 per share. | |||||||||
Warrant Description | the Board authorized a private placement of common stock with fifty percent (50%) warrant coverage at an exercise price of $2.00 in the aggregate amount up to $3,000,000 at a stock price of $1.00 per share (the “2020 Units Offering”). In connection with the 2020 Units Offering, the Company received funds of $342,000 as of August 24, 2020, and issued 342,000 shares of Common Stock and Warrants to purchase 171,000 shares of Common Stock. The Board closed the 2020 Units Offering to further investment in August 2020. | |||||||||
Converted shares of common stock | 20,000 | |||||||||
Shares of common stock issued | 450,000 | 616,273 | 50,000 | |||||||
Aggregate amount common stock (in Dollars) | $ 2,873 | $ 2,797 | ||||||||
Raise in equity capital (in Dollars) | $ 2.50 | |||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Business Development Services [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares of common stock issued | 5,556 | |||||||||
Warrant [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares of common stock issued | 842,678 | |||||||||
Purchase of additional warrants, shares | 150,000 | |||||||||
Exercise price (in Dollars per share) | $ 1 | |||||||||
Warrants expire date | Sep. 11, 2025 | |||||||||
Convertible Debt [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Reverse stock split shares, description | the Company entered into twelve month Lock Up – Leak Out agreements with fifty holders of approximately 2 million shares of restricted stock in exchange for 443,273 incentive shares. Under the Lock Up-Leak Out agreements the stockholders are precluded from selling, granting, lending, pledging, offering or in any way, directly or indirectly disposing of their shares until June 11, 2021 and after that date they agreed to limit daily sales to no more than ten percent (10%) of the average daily trading volume of the Company’s stock for the previous three trading days. Two additional holders of a total of 50,000 shares also entered into 12-month LockUp-Leak Out agreements, however, due to an administrative oversight, the Company did not issue their incentives shares, totaling 10,000 shares, until September 2020. | |||||||||
Warrant Description | the Company issued an advisor 100,000 shares of the Company’s common stock and warrants to purchase an additional 325,000 shares of the Company’s common stock, at an initial exercise price) of $3.40- per share, subject to adjustment (the “Warrants”). Warrants will expire on September 11, 2025. The Board closed the 2020 Units Offering to further investment in September, 2020. | |||||||||
Converted shares of common stock | 300,000 | |||||||||
Advisor [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares of common stock issued | 30,000 | |||||||||
Aggregate amount common stock (in Dollars) | $ 30,000 | |||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 1 | |||||||||
Capital Market Access, LLC [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares of common stock issued | 10,000 | |||||||||
Bridgewater Capital Corp [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares of common stock issued | 170,000 | |||||||||
Axis Partners Inc [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares of common stock issued | 10,000 | |||||||||
Investor [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares of common stock issued | 25,000 | |||||||||
Aggregate amount common stock (in Dollars) | $ 50,000 | |||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 2 | |||||||||
2020 $2.50 Equity Offering [Member] | Advisor [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares of common stock issued | 367,678 | |||||||||
Purchase of additional warrants, shares | 367,678 | |||||||||
Exercise price (in Dollars per share) | $ 3 | |||||||||
Warrants expire date | Dec. 23, 2025 | |||||||||
Private Placement [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Reverse stock split shares, description | the Board authorized a private placement of common stock in the aggregate amount up to $4,500,000 at a stock price of $1.00 per share (the “2020 $1.00 Equity Offering”). The Company entered into Stock Purchase Agreements (the “SPA”) with approximately 94 accredited investors (the “Investors”), whereby the Investors purchased from the Company shares of the Company’s common stock in an aggregate amount of 4,237,500 (the “Shares”), for a purchase price of $1.00 per share (the “Per Share Purchase Price”) resulting in gross proceeds to the company of $4,237,500. | |||||||||
Aggregate amount common stock (in Dollars) | $ 12,500,000 | |||||||||
Stock price (in Dollars per share) | $ 2.50 | |||||||||
Private Placement [Member] | 2020 $2.50 Equity Offering [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Raise in equity capital (in Dollars) | $ 14.4 | |||||||||
Board of Directors Chairman [Member] | ||||||||||
Capital Stock (Details) [Line Items] | ||||||||||
Shares of common stock issued | 250,000 |
Capital Stock (Details) - Sched
Capital Stock (Details) - Schedule of senior managers including the directors and officers - Chief Financial Officer, Director [Member] | 3 Months Ended |
Mar. 31, 2021shares | |
Robert Liscouski [Member] | |
Capital Stock (Details) - Schedule of senior managers including the directors and officers [Line Items] | |
Shares amount | 400,000 |
Christopher Roberts [Member] | |
Capital Stock (Details) - Schedule of senior managers including the directors and officers [Line Items] | |
Shares amount | 400,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Aug. 10, 2019 | Jun. 30, 2019 | |
Related Party Transactions (Details) [Line Items] | |||||
Convertible promissory notes issued | |||||
Promissory notes total amount | $ 275,000 | ||||
Ownership percentage | 100.00% | ||||
Loan amount | $ 275,000 | ||||
Accrued interest | 8.00% | ||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.10 | ||||
Convertible promissory note amount | $ 100,000 | ||||
Advertisement procurement | $ 140,698 | ||||
Chief Executive Officer [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Convertible promissory notes issued | 275,000 | ||||
Promissory notes total amount | $ 275,000 | ||||
REMTCS, Inc. [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Related party transaction, description | The total cost of the PASS System was approximately $670,000 which the Company paid to REMTC. In November 2018, Mr. Richard Malinowski informed the Company of his decision to resign as Chief Technology and Operations Officer and the Board accepted his resignation and that of Mr. Thomas Kelly. The Company and REMTC have unwound the PASS agreement and the Company expects to receive approximately $670,000 back from Mr. Malinowski and REMTC. |
Employee Benefits (Details)
Employee Benefits (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee benefits, description | The Company also offers a 401K retirement savings plan to all full time employees. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | 1 Months Ended |
Apr. 30, 2021USD ($)$ / sharesshares | |
Subsequent Events (Details) [Line Items] | |
Exercised warrants (in Shares) | shares | 125,000 |
Common stock per share | $ 2 |
Net proceeds (in Dollars) | $ | $ 250,000 |
Option granted exercise price | $ 6.40 |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of employment agreements, options to purchase shares of common stock - Subsequent Event [Member] | 1 Months Ended |
Apr. 30, 2021shares | |
Chairman, Chief Executive Officer, President [Member] | |
Subsequent Event [Line Items] | |
Number of Options | 400,000 |
Chief Financial Officer, Director [Member] | |
Subsequent Event [Line Items] | |
Number of Options | 400,000 |