Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2018 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | BIOXYTRAN, INC |
Entity Central Index Key | 1,445,815 |
Amendment Flag | true |
Amendment Description | This registration statement contains two forms of prospectus, as set forth below. Public Offering Prospectus. A prospectus to be used for the public offering by Bioxytran, Inc. of up to 10,000,000 shares of our common stock, par value $0.001 per share, as a self-underwritten, "best efforts" offering. Selling Stockholder Resale Prospectus. A prospectus to be used in connection with the potential resale by Auctus Fund, LLC, or the Selling Stockholder, of a total of 3,494,154 shares of Common Stock issuable, or may in the future become issuable, in connection with the conversion of a convertible promissory note sold to the Selling Stockholder pursuant to a securities purchase agreement between the Selling Stockholder and us and 208,333 shares that may be issuable in connection with a warrant to the Selling Stockholder at a conversion price of $.60 per share. The Public Offering Prospectus and the Selling Stockholder Resale Prospectus will be substantively identical in all respects except for the following principal points: they contain different front covers; they contain different Use of Proceeds sections; a Shares Registered for Resale section is included in the Selling Stockholder Resale Prospectus; a Selling Stockholders section is included in the Selling Stockholder Resale Prospectus; the section The Offering from the Public Offering Prospectus is deleted from the Selling Stockholder Resale Prospectus; they contain different Plan of Distribution sections; and they contain different back covers. |
Trading Symbol | BIXT |
Document Type | S-1/A |
Document Period End Date | Sep. 30, 2018 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 2,831 | $ 110 |
Total current assets | 2,831 | 110 |
Total assets | 2,831 | 110 |
Current liabilities: | ||
Accounts payable and accrued expenses | 45,262 | |
Accounts payable related party | 7,347 | 1,419 |
Total current liabilities | 52,609 | 1,419 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock | ||
Common stock | 85,104 | 85,104 |
Additional paid in capital | ||
Accumulated deficit | (134,882) | (86,413) |
Total stockholders' equity (deficit) | (49,778) | (1,309) |
Total liabilities and stockholders' equity (deficit) | $ 2,831 | $ 110 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 95,000,000 |
Common stock, shares issued | 85,103,673 | 15,000,000 |
Common stock, shares outstanding | 85,103,673 | 15,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Operating expenses: | |||
General and administrative | $ 47,524 | $ 2,809 | $ 48,469 |
Total operating expenses | 47,524 | 2,809 | 48,469 |
Loss from operations | (47,524) | (2,809) | (48,469) |
Other (expense): | |||
Interest expense | |||
Net loss before provision for income taxes | (47,524) | (2,809) | (48,469) |
Provision for income taxes | |||
NET LOSS | $ (47,524) | $ (2,809) | $ (48,469) |
Loss per common share, basic and diluted | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding, basic and diluted | 85,103,673 | 15,000,000 | 85,103,673 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Beginning balance at Oct. 04, 2017 | ||||
Beginning balance, shares at Oct. 04, 2017 | ||||
Issuance of founder shares | $ 1,500 | 1,500 | ||
Issuance of founder shares, shares | 15,000,000 | |||
Net loss | (2,809) | (2,809) | ||
Ending balance at Dec. 31, 2017 | $ 1,500 | $ (2,809) | (1,309) | |
Ending balance, shares at Dec. 31, 2017 | 15,000,000 | |||
Net loss | (48,469) | |||
Ending balance at Sep. 30, 2018 | $ (49,778) |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,809) | $ (48,469) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 1,500 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 51,190 | |
Increase in accounts payable - related party | 1,419 | |
Net cash used in operating activities | 110 | 2,721 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used for investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net cash provided by financing activities | ||
Net increase (decrease) in cash | 110 | 2,721 |
Cash, beginning of period | 110 | |
Cash, end of period | 110 | 2,831 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | ||
Income taxes paid |
Background and Organization
Background and Organization | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BACKGROUND AND ORGANIZATION | NOTE 1 – BACKGROUND AND ORGANIZATION Business Operations Bioxytran, Inc. (the “Company”) is an early-stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen to tissues. If it is not addressed, lack of oxygen to tissues, or hypoxia, results in necrosis, which is the death of cells comprising body tissue. Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consisting of bovine hemoglobin stabilized with a co-polymer with intended applications to include treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company’s initial focus is the treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. Our drug development efforts are guided by specialists in co-polymer chemistry and other disciplines, and we intend to supplement our efforts with input from a scientific and medical advisory board whose members are leading physicians. Organization, Reincorporation, and Merger with U.S. Rare Earth Minerals, Inc. The Company was organized on October 5, 2017, as a Delaware corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized common shares with a par value of $0.0001, and 5,000,000 preferred shares with a par value of $0.0001. As of December 31, 2017, 15,000,000 common shares are issued and outstanding. On September 17, 2018, the Company announced an Agreement and Plan of Merger and Reorganization among Bioxytran, Inc., U.S. Rare Earth Minerals, Inc. (“USMN”) and Bioxy Acquisition Corp. (the “Merger”). The Merger closed on September 21, 2018. After the consummation of the Merger, the Company is a wholly-owned subsidiary of USMN, and USMN (to be renamed Bioxytran, Inc.) is the continuing registrant and reporting company. Each outstanding share of the Company’s common stock was converted into 5.10580 shares of USMN common stock. Immediately after the Merger, the Company’s former shareholders own a majority of the voting common stock of the combined company and control the combined company’s board of directors, and the Company’s officers are now the officers of the combined company. The Merger has been accounted for as a reverse acquisition, with the Company as the accounting acquirer. The Company’s accompanying historical financial statements will replace USMN’s historical financial statements in future filings with the U.S. Securities and Exchange Commission (“SEC”). | NOTE 1 – BACKGROUND AND ORGANIZATION Business Operations Bioxytran, Inc. (the “Company”, formerly U.S. Rare Earth Minerals, Inc.) is an early-stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen to tissues. If it is not addressed, lack of oxygen to tissues, or hypoxia, results in necrosis, which is the death of cells comprising body tissue. Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consisting of bovine hemoglobin stabilized with a co-polymer with intended applications to include treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company’s initial focus is the treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. Our drug development efforts are guided by specialists in co-polymer chemistry and other disciplines, and we intend to supplement our efforts with input from a scientific and medical advisory board whose members are leading physicians. Organization, Reincorporation, and Merger with U.S. Rare Earth Minerals, Inc. Bioxytan, Inc., was organized on October 5, 2017, as a Delaware corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized common shares with a par value of $0.0001, and 5,000,000 preferred shares with a par value of $0.0001. On September 17, 2018, the Company announced an Agreement and Plan of Merger and Reorganization among Bioxytran, Inc., U.S. Rare Earth Minerals, Inc. (“USMN”) and Bioxy Acquisition Corp. (the “Merger”). The Merger closed on September 21, 2018 (the “Acquisition Date”). After the consummation of the Merger, the Company is a wholly-owned subsidiary of USMN, and USMN (to be renamed Bioxytran, Inc.) is the continuing registrant and reporting company. Each outstanding share of the Company’s common stock was converted into 5.10580 shares of USMN common stock. Immediately after the Merger, the Company’s former shareholders own a majority of the voting common stock of the combined company and control the combined company’s board of directors, and the Company’s officers are now the officers of the combined company. The Merger was accounted for as a reverse acquisition, with the Company as the accounting acquirer. The Company’s accompanying historical financial statements will replace USMN’s historical financial statements when presentation of financial statements prior to the Acquisition Date is required in future filings with the U.S. Securities and Exchange Commission (“SEC”). The operations and results of USMN are consolidated with the Company from the Acquisition Date forward. The combined company has elected to continue using December 31 as its year-end. |
Basis of Presentation
Basis of Presentation | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Basis of Presentation [Abstract] | ||
BASIS OF PRESENTATION | NOTE 2. FORMATION AND BUSINESS OF THE COMPANY Basis of Presentation and Organization Bioxytran, Inc. was incorporated in the state of Delaware on October 5, 2017. As used in these Notes to the Financial Statements, the terms the “Company,” “we,” “us,” “our” and similar terms refer to Bioxytran, Inc. Bioxytran, Inc. (the “Company”) is an early-stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia in humans. The Company’s efforts are principally devoted to developing products as alterative solutions to red blood cell transfusions, as well as for use in the treatment of other critical-care conditions. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. The Company has not earned any revenue from operations since inception. The Company chose December 31 st as its fiscal year end. | NOTE 2 - BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared by Bioxytran, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2017. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018. |
Critical Accounting Policies
Critical Accounting Policies | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||
CRITICAL ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. There are no potential dilutive items outstanding as of December 31, 2017 Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of December 31, 2017, there were no outstanding stock options. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, 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. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the period ended December 31, 2017. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent. See Note 7. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. From October 5, 2017 (date of inception) through December 31, 2017, the Company did not incur significant research and development expenses. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. | NOTE 3 - CRITICAL ACCOUNTING POLICIES In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company intends to recognize revenue from product sales 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. No revenues were earned in comparative periods presented, during which time they would have been reported under ASC 605 — Revenue Recognition. There was no impact on the Company’s financial statements as a result of adopting ASC 606 for the three and nine months ended September 30, 2018. Stock Based Compensation The Company has share-based compensation plans under which non-employees, consultants and suppliers may be granted restricted stock, as well as options to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date, based on the fair value of the award over the requisite service period. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock options and stock to non-employees and other parties are accounted for in accordance with ASC 505. The Company applies ASC 718 for options, common stock and other equity-based grants to its employees and directors. ASC 718 requires measurement of all employee equity-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, the Company will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. |
Going Concern and Management's
Going Concern and Management's Liquidity Plans | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Going Concern and Management's Liquidity Plans [Abstract] | ||
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | NOTE 4 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2017, the Company had cash of $110 and a negative working capital of $1,309. From October 5, 2017 (date of inception) through December 31, 2017, the Company has not yet generated any revenues, and has incurred net losses of $2,809. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. From October 5, 2017 (date of inception) through December 31, 2017, the Company did not raise any funds from third-party investors, and has been fully funded from related party loans. The Company is aware that its current cash on hand will no longer be able to fund its projected operating requirements and is pursuing alternative opportunities to funding. The Company’s primary source of operating funds since inception has been advances by related parties. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. | NOTE 4 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of September 30, 2018, the Company had cash of $2,831 and a negative working capital of $49,778. From October 5, 2017 (date of inception) through September 30, 2018, the Company has not yet generated any revenues, and has incurred cumulative net losses of $134,882. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. From October 5, 2017 (date of inception) through September 30, 2018, the Company has not raised any cash proceeds from the issuance of debt or common stock. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of September 2019 and is pursuing alternative opportunities to funding. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS The Company has Accounts Payables from related parties in the aggregate amount of $1,419 for working capital purposes. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Equity [Abstract] | ||
STOCKHOLDERS' EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY Preferred stock The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock. As of December 31, 2017, no shares have been designated or issued. Common stock The Company is authorized to issue 95,000,000 shares of $0.001 par value common stock. As of December 31, 2017, the Company has 15,000,000 shares issued and outstanding. Upon inception in October 2017, the Company issued 15,000,000 founder shares of its common stock at par value to its officers and directors in the form of stock compensation with a fair value of $1,500. | NOTE 5 – STOCKHOLDERS’ EQUITY At a Board of Director’s Meeting on July 30, 2018, the Company authorized a reverse split that resulted in a reduction of the number of outstanding and issued shares of both common and preferred stock so that after the split became effective, the shares of both common and preferred stock were reduced to 1 share for each 30 shares currently issued and outstanding. The effect on the Balance Sheet is a transfer of value from stock value at par to Additional Paid-in Capital (APIC). As a result of the one (1) for thirty (30) reverse stock split, the Company will continue to be authorized to issue 300,000,000 shares of Common Stock. The impact of the reverse stock split has been retroactively applied to all periods presented, and all references to common and preferred stock in the footnotes are assumed to be post-split unless otherwise indicated. Preferred stock As of July 30, 2018, and prior to the reverse stock split, there were 440,500 outstanding shares of the Company’s Preferred Stock. After the reverse stock split that was effective on August 13, 2018, the Company’s outstanding shares of preferred stock was 14,683 and the authorized preferred stock of 50,000,000 shares remained unchanged. On September 20, 2018 the total of 9,999 shares of Preferred Stock were returned to treasury as a result of a Merger, (please see 8-K statement filed on September 24, 2018 and its financial amendment 8-K/A filed on October 29, 2018, for more detailed information about the merger and asset purchase agreement). The change of control of ownership resulted in the mandatory conversion of all of the outstanding shares of the Company’s Class A 6% Cumulative Convertible Voting Preferred Stock, par value $.001 per share (“Preferred Stock”), with 5 shares of common stock, par value $.001 per share (the “Common Stock”) of the Company, being issued for each outstanding share of Preferred Stock, as well as combined accrued interest. As of September 30, 2018, no preferred shares have been designated nor issued. Common stock As of July 30, 2018, and prior to the reverse stock split, there were 111,336,350 shares of Common Stock outstanding. As a result of the reverse stock split that was effective on August 13, 2018, there were approximately 3,711,204 shares of Common Stock outstanding. A total of 30,000 shares, included in the above count, had on July 30, 2018 been issued as a settlement of accounts payable for a related party. On September 21, 2018, the Company completed a series of transactions as a result of a Merger, (please see 8-K statement filed on September 24, 2018 and its financial amendment 8-K/A filed on October 29, 2018, for more detailed information about the merger and asset purchase agreement As consideration for the Merger, the stockholders of Bioxytran were issued 76,586,937 shares of common stock of the Company. The Merger was structured as a tax-free reorganization. A 6% secured promissory note in the principal amount of $110,000, including all interest had been in default since August 23, 2013. The Note was secured by substantially all of the assets of the Company. As consideration for the satisfaction of the obligation and as a condition to the Settlement, the Company agreed to divest substantially all of its assets and remaining liabilities to an affiliate of the creditor and former majority stockholder of the Company. The creditor agreed to release all liens upon the completion of the asset sale. Included in the Settlement a former majority stockholder of the Company received 4,455,856 shares of common stock, while the former Directors and Officers received 850,732 shares of common Stock. An additional 30,500 shares of common stock were issued as a result of a mandatory conversion of 4,681 shares preferred stock, convertible 5:1 while, 7,095 shares of common stock were issued in form of accrued 6% annual combined interest on the preferred stock. An additional 9,999 shares of preferred stock were returned to treasury. As of September 30, 2018, and after completion of the above transactions, the Company has 85,103,673 shares of Common Stock issued and outstanding. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES Provision for Income Taxes During the year ended December 31, 2017, no provision for income taxes was recorded, as the Company generated net operating losses. The Company is a Delaware C-Corporation, but since it does not do business in Delaware, the Company is not subject to state and local corporate income taxes pursuant to Delaware tax law. The tax effects of temporary differences that give rise to deferred tax assets are presented below: 2017 Deferred Tax Assets: Net operating loss carryforward (at 21%) $ 590 Total deferred tax assets 590 Valuation allowance (590 ) Deferred tax asset, net of valuation allowance $ - The income tax benefit consists of the following: 2017 Federal (at 21%): Current $ - Deferred 590 Change in valuation allowance (590 ) Income tax provision (benefit) $ - A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Tax benefit at federal statutory rate (21.0 )% The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s history of losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized. At December 31, 2017, the Company had approximately $2,809 of federal net operating losses that may be available to offset future taxable income. The net operating loss carry forwards, if not utilized, will begin to expire in 2037 for federal purposes. Pursuant to the Internal Revenue Code Section 382 (“Section 382”), certain ownership changes may subject the net operating loss carryforwards (“carryforwards”) and research and development tax credit carryforwards to annual limitations which could reduce or defer the carryforwards. Section 382 imposes limitations on a corporation’s ability to utilize carryforwards if it experiences an ownership change. An ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the carryforwards would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the carryforwards to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such carryforwards to expire unused, reducing or eliminating the benefit of such carryforwards. The Company has not completed a Section 382 study to determine if there have been one or more ownership changes due to the costs associated with such a study. Until a study is completed and the extent of the limitations, if any, is able to be determined, no additional amounts have been written off or are being presented as an uncertain tax position. The Company provided a full valuation allowance for deferred tax assets generated since, based on the weight of available evidence; it is more likely than not that these benefits will not be realized. During the period ended December 31, 2017, the Company did not apply any valuation allowance. Management reevaluates the positive and negative evidence at each reporting period. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affect 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective January 1, 2018. The Company applies the provisions of ASC 740-10, Income Taxes. The Company has not recognized any liability for unrecognized tax benefits and does not believe there is any uncertainty with respect to its tax position. The Company’s policy with respect to unrecognized tax benefits is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. The Company’s tax years are still open under statute from 2017 to the present. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Employment contracts The Company’s executive officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employment agreements do not provide for the payment of any compensation to our executive officers. Litigation In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable. During the period of October 5, 2017 (inception) to December 31, 2017 and through the issuance of these financial statements, the Company was not involved in any legal proceedings. | NOTE 5 – COMMITMENTS AND CONTINGENCIES Employment contracts The Company’s executive officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employment agreements do not provide for the payment of any compensation to our executive officers. Litigation In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable. During the period of these quarterly statements from December 31, 2017 to September 30, 2018, and through the issuance of these financial statements, the Company was not involved in any legal proceedings. |
Subsequent Events
Subsequent Events | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS In preparing the financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued. On September 17, 2018, the Company announced an Agreement and Plan of Merger and Reorganization among Bioxytran, Inc., U.S. Rare Earth Minerals, Inc. (“USMN”) and Bioxy Acquisition Corp. (the “Merger”). The Merger closed on September 21, 2018. See also Note 1. | NOTE 6 – SUBSEQUENT EVENTS In preparing the financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued. On October 3, 2018, the Company made a 14F-1 filing with the SEC, announcing that on September 21, 2018 there was a change of control of the majority ownership of the Company with the Dr. David Platt, the new Chairman, President and Chief Executive Officer, and Mr. Ola Soderquist, Chief Financial Officer, holding together approximately 77% of the issued and outstanding common stock of the Company, as well of an upcoming change of the Board of Directors. The information statement has also been posted on the Company’s web-site (http://www.bioxytraninc.com/info14f-12018/) and mailed out to the shareholders on October 15, 2018. On October 26, 2018 the Company announced through issuance of an 8-K filing that the changes of control and ownership have entered into effect. On October 3, 2018, the Company made a PRE 14C filing with the SEC, followed with a DEF 14C filing on October 15. The purpose of the filing is for the shareholders to ratify the asset sale as described under Note 1 and Note 4 as well as in the 14F-1 filing in the above. Further, the filing informs shareholders about the name change to BIOXYTRAN, INC. The information statement has also been posted on the Company’s web-site (http://www.bioxytraninc.com/info14c2018/) and mailed out to the shareholders on October 15, 2018. On November 7, 2018 the Company announced through issuance of an 8-K filing that the Company officially changed its name from U.S. Rare Earth Minerals, Inc. into Bioxytran, Inc. In connection with its name change, on November 7, 2018, Bioxytran’s shares of common stock began trading on the OTC Markets (Pink) under its new ticker symbol “BIXT,” and ceased trading under the ticker symbol “USMN”. The new CUSIP number for Bioxytran, Inc.’s shares of common stock is 09075D 102. On October 24, 2018 the Company entered into a convertible loan Agreement with Auctus Fund, LLC, a Delaware limited liability company, thereby securing a $250,000 loan for preparing the Company’s S/1 and an additional $250,000 once the S/1 is filed in order to proceed with the Company’s secondary offering, see the next paragraph here below. All details about this loan agreement have earlier been released in an 8-K, filed with the SEC on October 30, 2018. On November 2, 2018 the Company announced the retirement of the entire former Board of Directors and the election of a new Board of Directors, see item 6 under Part II - Other Information, here below for more detailed information about the new Directors. The board voted to compensate each of Dr. Platt and Mr. Soderquist in form of a monthly salary of $6,000, as of October 1, 2018, while the Company’s non-employee Directors will be compensated with 1,000 shares per board meeting as of November 2018. Further, the Board of Directors also voted on the issuance of a secondary offering, where an initial Form S-1 will be prepared and submitted to the SEC at the earliest convenient date. On November 7, 2018 the Company announced through issuance of an 8-K filing that a new Board of Directors had been elected. |
Critical Accounting Policies (P
Critical Accounting Policies (Policies) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company intends to recognize revenue from product sales 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. No revenues were earned in comparative periods presented, during which time they would have been reported under ASC 605 — Revenue Recognition. There was no impact on the Company’s financial statements as a result of adopting ASC 606 for the three and nine months ended September 30, 2018. | |
Stock Based Compensation | Stock Based Compensation The Company has share-based compensation plans under which non-employees, consultants and suppliers may be granted restricted stock, as well as options to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date, based on the fair value of the award over the requisite service period. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock options and stock to non-employees and other parties are accounted for in accordance with ASC 505. The Company applies ASC 718 for options, common stock and other equity-based grants to its employees and directors. ASC 718 requires measurement of all employee equity-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, the Company will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant. | Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of December 31, 2017, there were no outstanding stock options. |
Off-Balance Sheet Arrangements | Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. | |
Cash | Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. | |
Net Loss per Common Share, basic and diluted | Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. There are no potential dilutive items outstanding as of December 31, 2017 | |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, 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. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the period ended December 31, 2017. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent. See Note 7. | |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. From October 5, 2017 (date of inception) through December 31, 2017, the Company did not incur significant research and development expenses. | |
Fair Value | Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | 2017 Deferred Tax Assets: Net operating loss carryforward (at 21%) $ 590 Total deferred tax assets 590 Valuation allowance (590 ) Deferred tax asset, net of valuation allowance $ - |
Schedule of income tax benefit | 2017 Federal (at 21%): Current $ - Deferred 590 Change in valuation allowance (590 ) Income tax provision (benefit) $ - |
Schedule of reconciliation of the statutory federal rate to the Company's effective tax rate | Tax benefit at federal statutory rate (21.0 )% |
Background and Organization (De
Background and Organization (Details) - $ / shares | Sep. 21, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Converted into common stock, shares | 5.10580 | ||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 300,000,000 | 95,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, shares issued | 85,103,673 | 15,000,000 | |
Common stock, shares outstanding | 85,103,673 | 15,000,000 | |
Delaware [Member] | |||
Entity incorporation date | Oct. 5, 2017 | ||
Entity incorporation name | Delaware | ||
Common stock, par value | $ 0.0001 | ||
Common stock, shares authorized | 95,000,000 | ||
Preferred stock, par value | $ 0.0001 | ||
Preferred stock, shares authorized | 5,000,000 |
Critical Accounting Policies (D
Critical Accounting Policies (Details) | 3 Months Ended |
Dec. 31, 2017 | |
Critical Accounting Policies (Textual) | |
Corporate tax rates | 21.00% |
Going Concern and Management'_2
Going Concern and Management's Liquidity Plans (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2018 | |
Going Concern and Management's Liquidity Plans (Textual) | ||
Cash | $ 110 | $ 2,831 |
Negative working capital | 1,309 | 49,778 |
Cumulative net losses | $ 2,809 | $ 134,882 |
Related Party Transactions (Det
Related Party Transactions (Details) | Dec. 31, 2017USD ($) |
Related Party Transactions (Textual) | |
Accounts payables from related parties | $ 1,419 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Jul. 30, 2018 | Sep. 30, 2018 | Sep. 20, 2018 | Aug. 13, 2018 | Dec. 31, 2017 | Aug. 23, 2013 | |
Stockholders' Equity (Textual) | ||||||
Description of reverse stock split | The Company authorized a reverse split that resulted in a reduction of the number of outstanding and issued shares of both common and preferred stock so that after the split became effective, the shares of both common and preferred stock were reduced to 1 share for each 30 shares currently issued and outstanding. The effect on the Balance Sheet is a transfer of value from stock value at par to Additional Paid-in Capital (APIC). As a result of the one (1) for thirty (30) reverse stock split, the Company will continue to be authorized to issue 300,000,000 shares of Common Stock. | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||
Preferred stock, shares issued | ||||||
Preferred stock, shares outstanding | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Common stock, shares authorized | 300,000,000 | 95,000,000 | ||||
Common stock, shares issued | 85,103,673 | 15,000,000 | ||||
Common stock, shares outstanding | 85,103,673 | 15,000,000 | ||||
Issued shares of common stock | 76,586,937 | |||||
Principal amount | $ 110,000 | |||||
Percentage of secured promissory note | 6.00% | |||||
Additional shares of common stock were issued | 30,500 | |||||
Conversion of shares preferred stock | 4,681 | |||||
Convertible conversion ratio | 5:1 | |||||
Common shares issued as cumulative interest on converted preferred shares | 7,095 | |||||
Percentage of annual combined interest on preferred stock | 6.00% | |||||
Additional shares of preferred stock were returned to treasury | 9,999 | |||||
Former Directors and Officers [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Received shares of common stock | 850,732 | |||||
Former majority stockholder [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Received shares of common stock | 4,455,856 | |||||
Preferred Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Preferred stock, shares outstanding | 440,500 | 14,683 | ||||
Total shares of preferred stock were returned to treasury | 9,999 | |||||
Common Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Common stock, shares outstanding | 111,336,350 | 3,711,204 | ||||
Total of shares issued as settlement of accounts payable for a related party | 30,000 | |||||
Convertible Preferred Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Conversion of stock, description | The change of control of ownership resulted in the mandatory conversion of all of the outstanding shares of the Company’s Class A 6% Cumulative Convertible Voting Preferred Stock, par value $.001 per share (“Preferred Stock”), with 5 shares of common stock, par value $.001 per share (the “Common Stock”) of the Company, being issued for each outstanding share of Preferred Stock, as well as combined accrued interest. |
Income Taxes (Details)
Income Taxes (Details) | Dec. 31, 2017USD ($) |
Deferred Tax Assets: | |
Net operating loss carryforward (at 21%) | $ 590 |
Total deferred tax assets | 590 |
Valuation allowance | (590) |
Deferred tax asset, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Federal (at 21%): | |||
Current | |||
Deferred | 590 | ||
Change in valuation allowance | (590) | ||
Income tax provision (benefit) |
Income Taxes (Details 2)
Income Taxes (Details 2) | 3 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Tax benefit at federal statutory rate | (21.00%) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended |
Dec. 22, 2017 | Dec. 31, 2017 | |
Income Taxes (Textual) | ||
Federal net operating losses | $ 2,809 | |
Operating loss carryforwards expiration date | 2,037 | |
Federal statutory rate | 21.00% | |
Description of corporate income tax rate | The Tax Act establishes new tax laws that affect 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective January 1, 2018. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Nov. 02, 2018 | Oct. 24, 2018 | Oct. 03, 2018 |
Subsequent Events (Textual) | |||
Percentage of issued and outstanding common stock | 77.00% | ||
Description of convertible loan agreement | The Company entered into a convertible loan Agreement with Auctus Fund, LLC, a Delaware limited liability company, thereby securing a $250,000 loan for preparing the Company’s S/1 and an additional $250,000 once the S/1 is filed in order to proceed with the Company’s secondary offering. | ||
Description of compensation arrangements | The board voted to compensate each of Dr. Platt and Mr. Soderquist in form of a monthly salary of $6,000, as of October 1, 2018, while the Company’s non-employee Directors will be compensated with 1,000 shares per board meeting as of November 2018. |