Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Apr. 13, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | UAS Drone Corp. | |
Entity Central Index Key | 0001638911 | |
Amendment Flag | false | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 40,075,151 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity File Number | 000-55504 | |
Document Transition Report | false | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 0 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash | $ 262 | $ 61 |
Prepaid expenses | 8,772 | 26,250 |
Total current assets | 9,034 | 26,311 |
Total assets | 9,034 | 26,311 |
CURRENT LIABILITIES: | ||
Accounts payable | 41,244 | 29,172 |
Accrued interest and expenses | 198,114 | 122,825 |
Note payable | 4,963 | 25,407 |
Advances from stockholder | 200,111 | 146,357 |
Convertible notes payable | 450,015 | 450,015 |
Total current liabilities | 894,447 | 773,776 |
LONG TERM LIABILITIES: | ||
Promissory note payable | 35,000 | |
Total liabilities | 929,447 | 773,776 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock, $0.0001 par value: 100,000,000 shares authorized; 1,172,544 shares issued and outstanding at December 31, 2019 and December 31, 2018 | 117 | 117 |
Additional paid-in capital | 143,046 | 143,046 |
Accumulated deficit | (1,063,576) | (890,628) |
Total stockholders' deficit | (920,413) | (747,465) |
Total liabilities and stockholders' deficit | $ 9,034 | $ 26,311 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock authorized | 100,000,000 | 100,000,000 |
Common stock issued | 1,172,544 | 1,172,544 |
Common stock outstanding | 1,172,544 | 1,172,544 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of Revenue | ||
Cost of sales | 5,111 | |
Total cost of revenue | 5,111 | |
Gross loss | (5,111) | |
OPERATING EXPENSES: | ||
General and administrative | 37,947 | 51,226 |
Professional fees | 97,596 | 49,334 |
Total operating expenses | 135,543 | 100,560 |
LOSS FROM OPERATIONS | (135,543) | (105,671) |
OTHER EXPENSE: | ||
Interest expense | (37,405) | (36,653) |
Total other expense | (37,405) | (36,653) |
LOSS BEFORE INCOME TAXES | (172,948) | (142,324) |
INCOME TAXES | ||
NET LOSS | $ (172,948) | $ (142,324) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.15) | $ (0.12) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 1,172,544 | 1,172,544 |
Statement of Stockholders' Defi
Statement of Stockholders' Deficit - USD ($) | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 117 | $ 143,046 | $ (748,304) | $ (605,141) |
Balance, Shares at Dec. 31, 2017 | 1,172,544 | |||
Net loss | (142,324) | (142,324) | ||
Balance at Dec. 31, 2018 | $ 117 | 143,046 | (890,628) | (747,465) |
Balance, Shares at Dec. 31, 2018 | 1,172,544 | |||
Net loss | (172,948) | (172,948) | ||
Balance at Dec. 31, 2019 | $ 117 | $ 143,046 | $ (1,063,576) | $ (920,413) |
Balance, Shares at Dec. 31, 2019 | 1,172,544 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (172,948) | $ (142,324) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Write- off of obsolete inventory | 5,111 | |
Change in assets and liabilities: | ||
Prepaid expenses | 29,772 | 34,184 |
Accounts payable | 12,072 | 6,586 |
Accrued interest and expenses | 75,289 | 36,001 |
Net Cash Used in Operating Activities | (55,815) | (60,442) |
Cash Flows from Financing Activities: | ||
Repayments on note payable | (32,738) | (26,007) |
Advances from stockholder | 53,754 | 98,349 |
Repayment of advances from stockholder | (12,182) | |
Proceeds from promissory note payable | 35,000 | |
Net Cash Provided by Financing Activities | 56,016 | 60,160 |
Net increase (decrease) in cash | 201 | (282) |
Cash at Beginning of Year | 61 | 343 |
Cash at End of Year | 262 | 61 |
Supplemental Disclosures of Cash Flow Information | ||
Interest | 726 | 652 |
Income taxes | ||
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ||
Issuance of note payable for prepaid insurance | $ 12,293 | $ 31,610 |
General
General | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 – GENERAL UAS Drone Corp. ("the Company") was incorporated under the laws of the State of Nevada on February 4, 2015. The Company began limited operations on February 11, 2015. Prior to the Company's formation, the operations were functioning under Unlimited Aerial Systems, LLP ("UAS LLP"). UAS LLP was formed under the laws of the State of Louisiana on August 22, 2014. Effective March 31, 2015, the Company completed a reverse merger with UAS LLP. The reverse merger was accounted for as a reverse capitalization. On March 9, 2020, the Company closed on the Share Exchange Agreement, pursuant to which Duke became a majority-owned subsidiary of the Company. Duke has a wholly-owned subsidiary, Duke Airborne Systems Ltd. ("Duke Israel"), which was formed under the laws of the State of Israel in March 2014 and became the sole subsidiary of Duke after its incorporation (see Note 7A below). The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company recognized $0 of revenue in 2019 and net losses for the years ended December 31, 2019 and 2018. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management is planning to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be successful in these efforts. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 fiscal year end. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the evaluation of us continuing as a going concern. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents. At December 31, 2019, there are no cash instruments and the Company had no cash balance in excess of federally insured limits. Fair Value of Financial Instruments The carrying value of the Company's financial instruments, consisting of accounts payable, convertible debt and notes payable approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements. Income Taxes A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. When required, the Company records a liability for unrecognized tax positions, defined as the aggregate tax effect of differences between positions taken on tax returns and the benefits recognized in the financial statements. Tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold We recognize interest and penalties related to unrecognized tax benefits on the interest expense line and other expense line, respectively, in the accompanying statement of operations. Accrued interest and penalties are included on the related liability lines in the unaudited condensed balance sheet. Loss per Share The basic loss per share is calculated by dividing our net loss by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing our net loss by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. For the year ended December 31, 2019, the Company had 1,378,121 shares underlying its convertible debt, and 25,000 vested stock options, which have been excluded from the calculation of diluted loss per share because their impact was anti-dilutive. For the year ended December 31, 2018, the Company had 1,297,651 shares underlying its convertible debt, and 35,000 vested stock options, which have been excluded from the calculation of diluted loss per share because their impact was anti-dilutive. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS During 2018, a stockholder of the Company advanced $98,349 to the Company. During 2019, a stockholder of the Company advanced $53,754 to the Company. The advances bear no interest or maturity. The balance due to the stockholder is $200,111, as of December 31, 2019 (see Note 7A below). During the year ended December 31, 2019, the Company accrued pay in the amount of $7,500 to its Chief Executive Officer and Chairman of the Board for his services during the year ended December 31, 2019. The total accounts payable of the Company to its Chief Executive Officer and Chairman of the Board for his services in 2018 and 2019 is $32,500 as of December 31, 2019. The account payable was compromised and converted to shares of the Company post-Share Exchange in conjunction with the Share Exchange. See Note 7 B. - Subsequent Events. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE On April 1, 2015, the Company closed a Subscription Agreement by which one institutional investor purchased an 8% Convertible Debenture having a total principal amount of $300,000, convertible into common shares of the Company at $0.33 per share and maturing April 1, 2017 (the "Subscription Agreement"). The maturity date of the note purchased under the Subscription Agreement was extended to coincide with the closing of the transaction referenced in Note 7 - Subsequent Events. The Company determined that the embedded conversion option did not require bifurcation and liability treatment because the underlying shares were not readily convertible to cash. The Company estimated the fair value of the underlying common stock and determined that the convertible note did not include a beneficial conversion feature. As of December 31,2019 and 2018, the balance of this convertible note payable was $300,000. On April 1, 2016, the Company closed an Additional Advance Agreement by which one institutional investor purchased an 8% Convertible Debenture having a total principal amount of $100,010, convertible into common shares of the Company at $1.55 per share and maturing April 1, 2017 (the "Additional Advance Agreement"). The maturity date of the note purchased under the Additional Advance Agreement was extended to coincide with the closing of the transaction referenced in Note 7 - Subsequent Events. The Company determined that the embedded conversion option did not require bifurcation and liability treatment because the underlying shares were not readily convertible to cash. The Company estimated the fair value of the underlying common stock and determined that the convertible note did not include a beneficial conversion feature. As of December 31, 2019 and 2018, the balance of these convertible notes payable were $100,010. On January 27, 2017, the Company closed a convertible debenture by which one institutional investor purchased an 8% Convertible Debenture having a total principal amount of $50,005, convertible into common shares of the Company at $1.55 per share and maturing August 1, 2018 (the "Convertible Debenture"). The maturity date of the note purchased under the Convertible Debenture was extended to coincide with the closing of the transaction referenced in Note 7 - Subsequent Events. The Company determined that the embedded conversion option did not require bifurcation and liability treatment because the underlying shares were not readily convertible to cash. The Company estimated the fair value of the underlying common stock and determined that the convertible note did not include a beneficial conversion feature. As of December 31, 2019 and 2018, the balance of this convertible note payable was $50,005. On October 1, 2018, the Company financed the premium for directors' and officers' insurance. The Company borrowed $31,610 at 5.68% interest per annum and the borrowed amount is scheduled to be repaid in 10 equal installments of $3,244. As of December 31, 2018, the balance of the borrowed amount was $25,407. On September 2, 2019, the Company executed a promissory note having a total principal amount of $35,000 bearing interest at 6% per annum and maturing September 2, 2021 (the "Promissory Note"). The Promissory Note is non-recourse and carries no personal guarantees. As of December 31, 2019, the balance of this Promissory Note was $35,000 (see Note 7A below). On October 1, 2019, the Company financed the premium for directors' and officers' insurance. The Company borrowed $12,293 at 7.35% interest per annum, and the borrowed amount is scheduled to be repaid in 5 equal installments of $2,459. As of December 31, 2019, the balance of the borrowed amount was $4,963. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
EQUITY | NOTE 5 – EQUITY Common Stock The Company has 100,000,000 authorized shares of common stock, $0.0001 par value. A summary of the options activity for the years ended December 31, 2019 and 2018 are as follows: For the Years Ended December 31, 2019 and 2018 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2018 45,000 $ 1.50 1.96 years $ — Expired (10,000 ) $ 1.50 - — Outstanding at December 31, 2018 35,000 $ 1.50 1.25 years — Expired (10,000 ) $ 1.50 - — Exercisable at December 31, 2019 25,000 $ 1.50 0.50 years — The total intrinsic value of options as of December 31, 2019 was $0. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at December 31, 2019 (for outstanding options), less the applicable exercise price. During 2019 and 2018, the company recorded $0 and $0, respectively, of non-cash compensation expense related to the vested stock options issued to a director. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 – INCOME TAXES The Company accounts for income taxes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 740, Accounting for Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Act") was signed into law. The Act decreases the U.S. corporate federal income tax rate from a maximum of 35% to a flat 21% effective January 1, 2018. The impact of the re-measurement on the Corporation's net deferred tax asset, as of December 31, 2017, was an approximately $55,124 decrease in deferred tax assets, with a corresponding decrease in the Company's valuation allowance, and no impact on income tax expense. The Act also includes a number of other provisions including, among others, the elimination of net operating loss carrybacks and limitations on the use of future losses, the repeal of the Alternative Minimum Tax regime and the repeal of the domestic production activities deduction. These provisions are not expected to have a material effect on the Corporation. The components of income tax expense (benefit) for the years ended December 31, 2019 and 2018 consist of the following: 2019 2018 Deferred tax benefit: Federal $ (36,319 ) $ (29,882 ) State (7,515 ) (6,182 ) Return to accrual adjustment $ (59,580 ) $ - Increase in valuation allowance 103,414 36,064 Deferred tax benefit $ - $ - A reconciliation of income tax expense at the federal statutory rate to income tax expense at the company's effective rate for the years ended December 31: 2019 2018 Computed tax at the expected statutory rate $ (36,319 ) $ (29,882 ) State and local income taxes, net of federal (7,515 ) (6,182 ) Return to accrual adjustment $ (59,580 ) - Other non-deductible expenses - - Change in Valuation allowance 103,414 36,064 Income tax expense/(benefit) $ - $ - The temporary differences, and carryforwards gave rise to the following deferred tax assets at December 31, 2019 and 2018: 2019 2018 Deferred tax assets: Allowance for obsolete inventory $ 1,907 $ 1,837 Common stock awarded for services - 3,802 Stock options granted for services - 5,231 Accrued payroll 8,237 - Net operating loss carryforward 243,060 138,920 Total deferred tax assets 253,204 149,790 Valuation allowance (253,204 ) (149,790 ) Net deferred tax assets $ - $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS A. On September 17, 2019, the Company entered into a non-binding Term Sheet that outlines the general terms and conditions upon which the Company may acquire 100% of the outstanding securities of Duke Robotics Inc., a Delaware corporation ("Duke") in exchange for the issuance to the Duke's shareholders, on a pro rata basis, of a controlling interest of the outstanding post acquisition securities of the Company. On March 4, 2020, the Company consummated a Share Exchange Agreement with Duke and certain shareholders of Duke who executed and delivered the Share Exchange Agreement (the "Share Exchange Agreement"), pursuant to which Duke became a majority-owned subsidiary of the Company (the "Share Exchange"). The Share Exchange closed on March 9, 2020. Such closing date is referred to as the "Effective Time." Pursuant to the terms of the Share Exchange Agreement, at the Effective Time, the Company issued an aggregate of 28,469,065 shares of its common stock to the Duke stockholders in exchange for 22,920,107 shares of Duke's issued and outstanding shares of common stock, representing approximately 99% of Duke's issued and outstanding shares of common stock. Accordingly, each outstanding share of Duke common stock was exchanged for the right to receive 1.2421 shares of the Company's common stock (the "Exchange Ratio"). Of the shares of Duke common stock that were exchanged for shares of the Company's common stock, 51,410 (representing 63,856 shares of the Company's common stock post-Share Exchange) shall be issued but remain in escrow until the Company completes a short-form merger, or other similar transaction, pursuant to which, such shares will be issued to their respective holders. These Duke stockholders not receiving shares of the Company's common stock in exchange for their shares of Duke common stock at the Effective Time are referred to as the Non-Participating Duke Holders. As such, at the Effective Time, the Duke stockholders owned an equivalent of approximately 71% of the Company's common stock. After giving effect to the Share Exchange, Duke became a subsidiary of the Company. Following the Share Exchange, the Company adopted the business plan of Duke. Duke is a robotics company dedicated to the development of an advanced robotics system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons. Following the consummation of the Share Exchange, the Company intends to incorporate a wholly-owned subsidiary, which, according to the Company's current plan, would then merge into, and acquire, the remaining outstanding shares of Duke held by those certain Duke shareholders that did not participate in the Share Exchange. The proposed acquisition of the shares of Duke common stock from the Non-Participating Duke Holders is expected to occur at the Exchange Ratio; however, there is and can be no guarantee that the Company is able to successfully conduct such second phase of the Share Exchange thereby causing Duke to become a wholly-owned subsidiary. In conjunction with the consummation of the Share Exchange, and as a condition thereof, the Company entered into the agreements listed below. (i) Several convertible loan agreements, on the same terms, in the aggregate amount of $965,000 (each, a "Convertible Loan Agreement"). The terms of the Convertible Loan Agreements require repayment of the borrowed amount by the one-year anniversary of the Effective Time, unless, at the Company's discretion, and subject to its compliance with any and all terms of the material terms of the Convertible Loan Agreements, the term of such loans is extended for an additional twelve (12) month period. The terms of the Convertible Loan Agreements also provides that the Company may repay any portion of the remaining outstanding loan amount, without penalty, provided, however, that the Company provides the specific Primary Lender with three business days' written notice prior to such repayment, during which time the Primary Lender may elect to convert any or all of the outstanding loan amount into shares of common stock of the Company. The Convertible Loan Agreements bear simple interest at a rate equal to 15% per annum, payable each calendar month. (ii) Securities exchange agreements (each, an "Exchange Agreement") with outstanding debt holders of the Company, Alpha Capital Anstalt ("Alpha") and GreenBlock Capital LLC ("GBC") to respectively cancel existing debentures or debt in the total amount of $658,323 and in exchange issue new debentures in the aggregate amount of $400,000 and issue 698,755 and 65,198 shares of common stock to each of Alpha and GBC, respectively. The New Debentures mature three years from the Effective Date, bear interest at a rate of 8% per year and are only convertible into shares of the Company's common stock, at an original conversion price of $0.3740 (the "Original Conversion Price"); provided, however, that such Original Conversion Price shall be adjusted downward in the event that the Company, as applicable, sells or grants any options to purchase or sells or grants any right to reprice, or otherwise dispose or issues any common stock or common stock equivalents entitling any purchaser to acquire shares of the Company's common stock at an effective price per share that is lower than the Original Conversion Price (such issuance, a "Dilutive Event"). In the event of a Dilutive Event at any time from the Effective Time through the six (6) month anniversary of the Effective Time, any such adjustment shall occur immediately after the completion of such period. (iii) Several Securities Exchange Agreements, on the same terms, to exchange the Promissory Note for 9,623,621 shares of Company common stock. (iv) A Registration Rights Agreement with GBC, Alpha, the Primary Lenders (as defined below) and certain Duke shareholders. The deemed beneficial owners of the common stock, or other securities, issuable under parties to the Convertible Loan Agreements and the Note Conversion are identical and, as such, we refer to these parties as the "Primary Lenders." B. In conjunction with the Share Exchange, the Company's CEO's outstanding accrued pay of $32,500, as well as the 25,000 options he held at the end of 2019, were converted into 45,968 shares of the post-transaction Company. C. At the Effective Time, Messrs. Grant A. Begley, Christopher Leith and Chris Nelson resigned as directors and/or officers of the Company and Yariv Alroy, Erez Nachtomy, Eran Antebi and Sagiv Aharon were appointed as directors of the Company and Sagiv Aharon as an officer of the Company. D. On April 12, 2020, effective as of March 1, 2020, the Board of Directors approved payment of certain fees to directors in the amounts of $4,980, $4,980 and $6,950 per month to directors, Yariv Alroy, Sagiv Aharon and Erez Nachtomy (each, an "Active Director"), respectively. On April 12, 2020, the Company also enacted a policy to pay each director (that is not otherwise an Active Director) an amount of $1,500 for each calendar quarter and $400 for attendance of each meeting of the board of directors. These amounts are exclusive of Israeli VAT if applicable. E. In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. This virus continues to spread globally and, as of April 2020, has spread to over 100 countries, including the United States and Israel. The spread of COVID-19 from China to other countries has resulted in the World Health Organization declaring the outbreak of COVID-19 as a "pandemic," or a worldwide spread of a new disease, on March 11, 2020. Many countries around the world have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. On March 10, 2020, the Government of Israel announced that effective Thursday, March 12, 2020, at 20:00 (Israel time) foreign travelers arriving from any country will be required to remain in home quarantine until 14 days have passed since the date of entry into Israel; non-Israeli residents will be required to prove they have the means to self-quarantine before being allowed entry into Israel and, in addition, non-Israeli residents or citizens traveling from certain countries may be denied entry into Israel. In addition, the Ministry of Health in the State of Israel issued guidelines on March 11, 2020 recommending people avoid gatherings in one space and providing that no gathering of more than 100 people should be held under any circumstances. Employers (including us) are also required to prepare and increase as much as possible the capacity and arrangement for employees to work remotely. In addition, on March 11, 2020, the President of the United States issued a proclamation to restrict travel to the United States from foreign nationals who have recently been in certain European countries. The spread of an infectious disease, including COVID-19, may also result in the inability of Company's manufacturers to deliver components or finished products on a timely basis and may also result in the inability of Company's suppliers to deliver the parts required by Company's manufacturers to complete manufacturing of components or finished products. In addition, governments may divert spending from other budgeted resources as they seek to reduce and/or stop the spread of an infectious disease, such as COVID-19. Such events may result in a period of business and manufacturing disruption, and in reduced operations, any of which could materially affect the Company's business, financial condition and results of operations. The extent to which COVID-19 impacts the Company's business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 fiscal year end. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the evaluation of us continuing as a going concern. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents. At December 31, 2019, there are no cash instruments and the Company had no cash balance in excess of federally insured limits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company's financial instruments, consisting of accounts payable, convertible debt and notes payable approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements. |
Income Taxes | Income Taxes A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. When required, the Company records a liability for unrecognized tax positions, defined as the aggregate tax effect of differences between positions taken on tax returns and the benefits recognized in the financial statements. Tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold We recognize interest and penalties related to unrecognized tax benefits on the interest expense line and other expense line, respectively, in the accompanying statement of operations. Accrued interest and penalties are included on the related liability lines in the unaudited condensed balance sheet. |
Loss per Share | Loss per Share The basic loss per share is calculated by dividing our net loss by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing our net loss by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. For the year ended December 31, 2019, the Company had 1,378,121 shares underlying its convertible debt, and 25,000 vested stock options, which have been excluded from the calculation of diluted loss per share because their impact was anti-dilutive. For the year ended December 31, 2018, the Company had 1,297,651 shares underlying its convertible debt, and 35,000 vested stock options, which have been excluded from the calculation of diluted loss per share because their impact was anti-dilutive. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | For the Years Ended December 31, 2019 and 2018 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2018 45,000 $ 1.50 1.96 years $ — Expired (10,000 ) $ 1.50 - — Outstanding at December 31, 2018 35,000 $ 1.50 1.25 years — Expired (10,000 ) $ 1.50 - — Exercisable at December 31, 2019 25,000 $ 1.50 0.50 years — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | 2019 2018 Deferred tax benefit: Federal $ (36,319 ) $ (29,882 ) State (7,515 ) (6,182 ) Return to accrual adjustment $ (59,580 ) $ - Increase in valuation allowance 103,414 36,064 Deferred tax benefit $ - $ - |
Schedule of reconciliation of income taxes | 2019 2018 Computed tax at the expected statutory rate $ (36,319 ) $ (29,882 ) State and local income taxes, net of federal (7,515 ) (6,182 ) Return to accrual adjustment $ (59,580 ) - Other non-deductible expenses - - Change in Valuation allowance 103,414 36,064 Income tax expense/(benefit) $ - $ - |
Schedule of deferred tax assets and liabilities | 2019 2018 Deferred tax assets: Allowance for obsolete inventory $ 1,907 $ 1,837 Common stock awarded for services - 3,802 Stock options granted for services - 5,231 Accrued payroll 8,237 - Net operating loss carryforward 243,060 138,920 Total deferred tax assets 253,204 149,790 Valuation allowance (253,204 ) (149,790 ) Net deferred tax assets $ - $ - |
General (Details)
General (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
General (Textual) | ||
Revenue |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Stock Option [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 25,000 | 35,000 |
Convertible Debt Securities [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 1,378,121 | 1,297,651 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions (Textual) | ||
Advances from stockholder | $ 53,754 | $ 98,349 |
Due to related parties | 200,111 | |
Chief Executive Officer [Member] | ||
Related Party Transactions (Textual) | ||
Accounts payable | 32,500 | $ 32,500 |
Accrued payable | $ 7,500 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Sep. 02, 2019 | Oct. 01, 2019 | Oct. 01, 2018 | Jan. 27, 2017 | Apr. 01, 2016 | Apr. 01, 2015 | Dec. 31, 2019 | Dec. 31, 2018 |
Notes Payable (Textual) | ||||||||
Convertible note payable, current | $ 450,015 | $ 450,015 | ||||||
Borrowed amount | 4,963 | 25,407 | ||||||
Notes Payable [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Interest rate | 6.00% | 7.35% | 5.68% | |||||
Face amount | $ 35,000 | $ 12,293 | $ 31,610 | |||||
Maturity date | Sep. 2, 2021 | |||||||
Installment term | 5 months | 10 months | ||||||
Installment amount | $ 2,459 | $ 3,244 | ||||||
Borrowed amount | 35,000 | |||||||
Convertible Debt [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Interest rate | 8.00% | |||||||
Face amount | $ 50,005 | |||||||
Conversion price | $ 1.55 | |||||||
Maturity date | Aug. 1, 2018 | |||||||
Convertible note payable, noncurrent | 50,005 | 50,005 | ||||||
Convertible Debt [Member] | Subscription Agreement [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Interest rate | 8.00% | |||||||
Face amount | $ 300,000 | |||||||
Conversion price | $ 0.33 | |||||||
Maturity date | Apr. 1, 2017 | |||||||
Convertible note payable, current | 300,000 | 300,000 | ||||||
Convertible Debt [Member] | Additional Advance Agreement [Member] | ||||||||
Notes Payable (Textual) | ||||||||
Interest rate | 8.00% | |||||||
Face amount | $ 100,010 | |||||||
Conversion price | $ 1.55 | |||||||
Maturity date | Apr. 1, 2017 | |||||||
Convertible note payable, current | $ 100,010 | $ 100,010 |
Equity (Details)
Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | ||
Outstanding at beginning of period | 35,000 | 45,000 |
Expired | (10,000) | (10,000) |
Outstanding at end of period | 35,000 | |
Exercisable at end of period | 25,000 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period | $ 1.50 | $ 1.50 |
Expired | 1.50 | 1.50 |
Outstanding at end of period | $ 1.50 | |
Exercisable at end of period | $ 1.50 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 1 year 2 months 30 days | 1 year 11 months 15 days |
Outstanding at end of period | 1 year 2 months 30 days | |
Exercisable at end of period | 6 months | |
Aggregate Intrinsic Value | ||
Outstanding | ||
Exercisable at end of period |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity (Textual) | ||
Common stock authorized | 100,000,000 | 100,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Exercised, intrinsic value | $ 0 | |
Non-cash compensation vested stock options | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax benefit: | ||
Federal | $ (36,319) | $ (29,882) |
State | (7,515) | (6,182) |
Return to accrual adjustment | (59,580) | |
Increase in valuation allowance | 103,414 | 36,064 |
Deferred tax benefit |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Computed tax at the expected statutory rate | $ (36,319) | $ (29,882) |
State and local income taxes, net of federal | (7,515) | (6,182) |
Return to accrual adjustment | (59,580) | |
Other non-deductible expenses | ||
Change in Valuation allowance | 103,414 | 36,064 |
Income tax expense/(benefit) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Allowance for obsolete inventory | $ 1,907 | $ 1,837 |
Common stock awarded for services | 3,802 | |
Stock options granted for services | 5,231 | |
Accrued payroll | 8,237 | |
Net operating loss carryforward | 243,060 | 138,920 |
Total deferred tax assets | 253,204 | 149,790 |
Valuation allowance | (253,204) | (149,790) |
Net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxe (Textual) | |||
Deferred tax assets | $ 253,204 | $ 149,790 | |
Deferred tax liabilities | 3,744 | 1,837 | |
Deferred tax assets valuation allowance | 253,204 | 149,790 | |
Change in valuation allowance | $ 103,414 | $ 36,064 | |
Federal Income tax rate | 21.00% | 35.00% | |
Increase decrease in deferred tax assets | $ 55,124 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 12, 2020 | Mar. 04, 2020 | Dec. 31, 2019 | Sep. 17, 2019 | Dec. 31, 2018 |
Subsequent Events (Textual) | |||||
Common stock shares issued | 1,172,544 | 1,172,544 | |||
Common stock shares outstanding | 1,172,544 | 1,172,544 | |||
Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Shares exchanged, description | The Company's CEO's outstanding accrued pay of $32,500, as well as the 25,000 options he held at the end of 2019, were converted into 45,968 shares of the post-transaction Company. | ||||
Directors fees, description | The Company also enacted a policy to pay each director (that is not otherwise an Active Director) an amount of $1,500 for each calendar quarter and $400 for attendance of each meeting of the board of directors. These amounts are exclusive of Israeli VAT if applicable. | ||||
Subsequent Event [Member] | Securities Exchange Agreements [Member] | |||||
Subsequent Events (Textual) | |||||
Aggregate face amount | $ 400,000 | ||||
Debt instruments interest rate | 8.00% | ||||
Original conversion price | $ 0.3740 | ||||
Debt amount | $ 658,323 | ||||
Subsequent Event [Member] | Securities Exchange Agreements [Member] | Promissory Note [Member] | |||||
Subsequent Events (Textual) | |||||
Aggregate shares of common stock | 9,623,621 | ||||
Subsequent Event [Member] | Convertible Loan Agreement [Member] | |||||
Subsequent Events (Textual) | |||||
Aggregate face amount | $ 965,000 | ||||
Debt instruments interest rate | 15.00% | ||||
Duke Robotics Inc [Member] | |||||
Subsequent Events (Textual) | |||||
Business acquisition voting, percentage | 100.00% | ||||
Duke Robotics Inc [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Aggregate shares of common stock | 28,469,065 | ||||
Common stock shares issued | 22,920,107 | ||||
Common stock shares outstanding | 22,920,107 | ||||
Common stock issued and outstanding, percentage | 99.00% | ||||
Shares exchanged, description | Accordingly, each outstanding share of Duke common stock was exchanged for the right to receive 1.2421 shares of the Company's common stock (the "Exchange Ratio"). Of the shares of Duke common stock that were exchanged for shares of the Company's common stock, 51,410 (representing 63,856 shares of the Company's common stock post-Share Exchange) shall be issued but remain in escrow until the Company completes a short-form merger, or other similar transaction, pursuant to which, such shares will be issued to their respective holders. | ||||
Subsidiaries ownership, percentage | 71.00% | ||||
Alpha Capital Anstalt [Member] | Subsequent Event [Member] | Securities Exchange Agreements [Member] | |||||
Subsequent Events (Textual) | |||||
Common stock shares issued | 698,755 | ||||
GreenBlock Capital LLC [Member] | Subsequent Event [Member] | Securities Exchange Agreements [Member] | |||||
Subsequent Events (Textual) | |||||
Common stock shares issued | 65,198 | ||||
Yariv Alroy [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Director fees per month | $ 4,980 | ||||
Sagiv Aharon [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Director fees per month | 4,980 | ||||
Erez Nachtomy [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Director fees per month | $ 6,950 |