DatChat (DATS) 10-Q 24 Sep 21 2021 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Sep. 24, 2021
Document Information Line Items
Entity Registrant Name	DatChat, Inc.
Trading Symbol	DATS
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		17,249,509
Amendment Flag	false
Entity Central Index Key	0001648960
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-40729
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	47-2502264
Entity Address, Address Line One	65 Church Street
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	New Brunswick
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08901
City Area Code	(732)
Local Phone Number	354-4766
Title of 12(b) Security	Common Stock, par value $0.001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash	$ 1,102,346	$ 690,423
Prepaid expenses and other current assets	179,010	25,260
Total Current Assets	1,281,356	715,683
OTHER ASSETS:
Operating lease right-of-use asset, net	14,955	28,632
Total Assets	1,296,311	744,315
CURRENT LIABILITIES:
Accounts payable and accrued expenses	176,028	119,622
Note payable, current portion	6,042	4,045
Note payable - related party		7,500
Operating lease liability	14,955	28,632
Due to related party	1,274	194
Total Current Liabilities	198,299	159,993
Long-term liabilities:
Note payable, less current		1,997
Total long-term liabilities:		1,997
Total Liabilities	198,299	161,990
Commitments and Contingencies - (Note 6)
STOCKHOLDERS’ EQUITY:
Preferred stock ($0.0001 par value; 20,000,000 shares authorized) Series A Preferred stock ($0.0001 Par Value; 1 Share Authorized; none issued and outstanding at June 30, 2021 and December 31, 2020)
Common stock ($0.0001 par value; 180,000,000 shares authorized; 13,389,083 and 12,727,820 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively)	1,339	1,273
Common stock to be issued 1,564 and 52,782 shares, at June 30, 2021 and December 31, 2020, respectively)		5
Additional paid-in capital	19,500,735	17,342,559
Accumulated deficit	(18,404,062)	(16,761,512)
Total Stockholders’ Equity	1,098,012	582,325
Total Liabilities and Stockholders’ Equity	$ 1,296,311	$ 744,315

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, share authorized	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	13,389,083	12,727,820
Common stock, share outstanding	13,389,083	12,727,820
Common stock to be issued	1,564	52,782
Series A Preferred stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, share authorized	1	1
Preferred stock, shares issued
Preferred stock, shares outstanding

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
NET REVENUES
OPERATING EXPENSES:
Compensation and related expenses	222,380	102,202	501,515	181,803
Marketing and advertising expenses	103,479	23,980	152,429	82,825
Professional and consulting expenses	232,292	51,190	836,328	83,595
General and administrative expenses	87,776	20,991	152,463	43,927
Total operating expenses	645,927	198,363	1,642,735	392,150
OTHER INCOME (EXPENSE):
Interest expense	(15)	(14,172)	(112)	(28,348)
Other income		7,000		7,000
Interest income	163	7	297	8
Total other income (expense), net	148	(7,165)	185	(21,340)
NET LOSS	$ (645,779)	$ (205,528)	$ (1,642,550)	$ (413,490)
NET LOSS PER COMMON SHARE:
Basic and diluted (in Dollars per share)	$ (0.05)	$ (0.02)	$ (0.12)	$ (0.03)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic and diluted (in Shares)	13,390,027	13,371,348	13,177,881	13,269,748

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock	Common Stock	Common Stock to be issued	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2019		$ 1,318		$ 15,440,844	$ (15,782,042)	$ (339,880)
Balance (in Shares) at Dec. 31, 2019		13,175,356	125
Sale of common stock, net of offering costs		$ 5	$ 2	281,792		281,799
Sale of common stock, net of offering costs (in Shares)		52,313	18,163
Common stock issued for cashless exercise of stock warrants		$ 11		(11)
Common stock issued for cashless exercise of stock warrants (in Shares)		111,111
Net loss for the period					(207,962)	(207,962)
Balance at Mar. 31, 2020		$ 1,334	$ 2	15,722,625	(15,990,004)	(266,043)
Balance (in Shares) at Mar. 31, 2020		13,338,780	18,288
Sale of common stock, net of offering costs			$ 8	324,892		324,900
Sale of common stock, net of offering costs (in Shares)		125	84,700
Common stock issued for services				20,000		20,000
Common stock issued for services (in Shares)		5,000
Net loss for the period					(205,528)	(205,528)
Balance at Jun. 30, 2020		$ 1,334	$ 10	16,067,517	(16,195,532)	(126,671)
Balance (in Shares) at Jun. 30, 2020		13,343,905	102,988
Balance at Dec. 31, 2020		$ 1,273	$ 5	17,342,559	(16,761,512)	582,325
Balance (in Shares) at Dec. 31, 2020		12,727,820	52,782
Sale of common stock, net of offering costs		$ 40		1,592,932		1,592,972
Sale of common stock, net of offering costs (in Shares)		403,024	1,675
Common stock issued for common stock issuable		$ 5	$ (5)
Common stock issued for common stock issuable (in Shares)		51,018	(51,143)
Common stock issued for services		$ 21		469,979		470,000
Common stock issued for services (in Shares)		205,000
Net loss for the period					(996,771)	(996,771)
Balance at Mar. 31, 2021		$ 1,339		19,405,470	(17,758,283)	1,648,526
Balance (in Shares) at Mar. 31, 2021		13,386,862	3,314
Sale of common stock, net of offering costs				(3,735)		(3,735)
Sale of common stock, net of offering costs (in Shares)		525
Common stock to be issued cancelled				(1,000)		(1,000)
Common stock to be issued cancelled (in Shares)			(250)
Accretion of stock-based compensation				100,000		100,000
Fractional shares due to reverse split
Fractional shares due to reverse split (in Shares)		21
Common stock issued for common stock issuable
Common stock issued for common stock issuable (in Shares)		1,675	(1,675)
Net loss for the period					(645,779)	(645,779)
Balance at Jun. 30, 2021		$ 1,339		$ 19,500,735	$ (18,404,062)	$ 1,098,012
Balance (in Shares) at Jun. 30, 2021		13,389,083	1,389

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,642,550)	$ (413,490)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of ROU asset	13,677	11,440
Stock-based compensation	570,000	1,667
Changes in operating assets and liabilities:
Prepaid expenses	(153,750)
Advance deposits		(50,000)
Accounts payable and accrued expenses	56,406	15,592
Operating lease liability	(13,677)	(11,440)
NET CASH USED IN OPERATING ACTIVITIES	(1,169,894)	(446,231)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from a related party	133,301	99,167
Payments on related party advances	(132,221)	(98,805)
Repayment of notes payable - related party	(7,500)	(1,000)
Proceeds from notes payable		6,042
Net proceeds from sale of common stock and common stock to be issued, net of offering costs	1,588,237	606,699
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,581,817	612,103
NET INCREASE IN CASH	411,923	165,872
CASH - beginning of period	690,423	70,774
CASH - end of period	1,102,346	236,646
Cash paid for:
Interest		1,500
Income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for future services	$ 250,000	$ 18,333

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization DatChat, Inc. (the “Company”) was incorporated in the State of Nevada on December 4, 2014 under the name of YssUp, Inc. On March 4, 2015, the Company’s corporate name was changed to Dat Chat, Inc. In August 2016, the Board of Directors of the Company approved to change the name of the Company from Dat Chat, Inc. to DatChat, Inc. The Company established a fiscal year end of December 31. The Company’s principal business is focused on its mobile messaging application that provides a traditional messaging platform, while providing users with complete privacy and control features for their sent messages. The Company’s mobile messaging application is called DatChat Messenger which is currently a free messaging application. Once the Company achieves critical mass of users, the Company will offer new features and will charge fees and generate revenues from the added features. On July 28, 2021, the Company filed a certificate of change to the Company’s amended and restated certificate of incorporation, with the Secretary of State of the State of Nevada to effectuate a one-for-two (1:2) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock. Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the unaudited condensed consolidated financial statements to reflect the Reverse Stock Split. Basis of presentation and going concern Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying condensed unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions of Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the year ended December 31, 2020 of the Company which were included in the Company’s current report on Form 1-K as filed with the Securities and Exchange Commission field on April 27, 2021. As reflected in the accompanying unaudited condensed financial statements, the Company has incurred a net loss of $1,642,550 and used cash in operations of $1,169,894, for the six months ended June 30, 2021. Additionally, the Company has an accumulated deficit of $18,404,062 at June 30, 2021 and has not generated revenues since inception. As of June 30, 2021, the Company had working capital of $1,083,057. Subsequent to June 30, 2021, the Company has received gross proceeds of approximately $13.8 million from the sale of its securities in connection with an initial public offering and gross proceeds of approximately $2.7 million from the exercise of the Company’s Series A warrants (see Note 7). These events served to mitigate the conditions that historically raised substantial doubt about the Company’s ability to continue as a going concern. The Company believes the proceeds raised subsequent to June 30, 2021 will provide sufficient cash flows to meet its obligations for a minimum of twelve months from the date of this filing. Use of estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include the valuation of deferred tax assets, and the value of stock-based compensation expenses. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassified amounts have no impact on the Company’s previously reported financial position or results of operations and relates to the presentation of marketing and advertising expenses separately on the condensed statements of operation previously included in general and administrative expenses. Cash and cash equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no highly liquid debt instruments and other short-term investments as of June 30, 2021 and December 31, 2020. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s account at this institution is insured by the FDIC up to $250,000. At June 30, 2021 and December 31, 2020, the Company had cash in excess of FDIC limits of approximately $852,000 and $440,000, respectively. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Fair value measurements and fair value of financial instruments The carrying value of certain financial instruments, including cash, accounts payable and accrued expenses, notes payable, notes payable – related parties and due to related party are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. Revenue recognition The Company will recognize revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company will further analyze its revenue recognition policy when it enters into revenue producing customer contracts. Advertising Costs The Company applies ASC 720 “Other Expenses” to account for advertising related costs. Pursuant to ASC 720-35-25-1, the Company expenses the advertising costs as they are incurred. Advertising costs were $103,479 and $23,980 for the three months ended June 30, 2021 and 2020, respectively, and $152,429 and $82,825 for the six months ended June 30, 2021 and 2020, respectively, and are included in marketing and advertising expenses on the statements of operations. Leases The Company follows ASC Topic 842, Leases (Topic 842) and applying the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 2). In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. Operating lease right of use assets (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations. Income taxes The Company accounts for income taxes pursuant to the provision of Accounting Standards Codification (“ASC”) 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss. June 30, 2021 2020 Common stock equivalents: Common stock warrants 62,500 1,187,500 Convertible notes payable - 750,000 Total 62,500 1,937,500 Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its financial statements.

Operating Lease Right-of-Use As

Operating Lease Right-of-Use Assets and Operating Lease Liabilities	6 Months Ended
	Jun. 30, 2021
Operating Lease Liability Abstract
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES	NOTE 2 – OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES In January 2019, the Company renewed and extended the term of its lease facility for another three-year period from January 2019 to December 2021 starting with a monthly base rent of $2,567 plus a pro rata share of operating expenses beginning January 2019. The base rent is subject to annual increases beginning the 2 nd rd Right-of- use assets are summarized below: June 30, December 31, Office lease (36 months) $ 72,609 $ 72,609 Less accumulated amortization (57,654 ) (43,977 ) Right-of-use asset, net $ 14,955 $ 28,632 Operating Lease liabilities are summarized below: June 30, December 31, Office lease $ 72,609 $ 72,609 Reduction of lease liability (57,654 ) (43,977 ) Total lease liability 14,955 28,632 Less: current portion 14,955 28,632 Long term portion of lease liability $ - $ - Minimum lease payments under non-cancelable operating lease at June 30, 2021 are as follows: Year ended December 31, 2021 16,100 Total $ 16,100 Less: present value discount (1,145 ) Total operating lease liability $ 14,955

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 3 – RELATED PARTY TRANSACTIONS Due to Related Party The Company’s officer, Mr. Darin Myman, from time to time, provides advances to the Company for working capital purposes. At June 30, 2021 and December 31, 2020, the Company had a payable to the officer of $1,274 and $194, respectively, which is presented as due to related party on the condensed balance sheets. These advances are short-term in nature and non-interest bearing. During the six months ended June 30, 2021 and 2020, respectively, Mr. Myman provided advances to the Company for working capital purposes totaling of $133,301 and $99,167 and the Company repaid $132,221 and $98,805 of these advances, respectively. Notes Payable – Related Party On May 29, 2015, the Company entered into a promissory note agreement, providing for the issuance of a note in the principal amount of $30,000 to a principal stockholder of the Company. The note was due on July 29, 2015. The annual interest rate for the loan is 10%. The Company defaulted to repay the note when it was due. On February 25, 2016, the Company entered into an extension agreement with the lender to extend the maturity date of the note to December 31, 2016. In accordance with the extension agreement, the Company and the lender agree to increase the amount of the principal amount of the note by $5,000 as penalty for the Company’s failure to repay the note on July 29, 2015. In connection with the increase in principal amount of $5,000, the Company recorded non-cash interest expense of $5,000 on February 25, 2016. On October 25, 2017, the Company agreed to pay an additional $5,000 as penalty fee for the extension of maturity date to June 30, 2018. Between October 2018 and November 2018, the Company paid a total principal amount of $10,000. Between March 2019 and December 2019, the Company paid a total principal amount of $13,500. During the year ended December 31, 2020, the Company paid a total principal amount of $9,000. The Company fully paid the principal amount of $7,500 in February 2021. As of June 30, 2021 and December 31, 2020, the principal balance of this note was $0 and $7,500, respectively. As of June 30, 2021 and December 31, 2020, accrued interest related to the note payable – related party above amounted to $16,364 and $16,282, respectively, and is included in accounts payable and accrued expenses on the accompanying unaudited condensed balance sheets.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2021
Notes Payable [Abstract]
NOTES PAYABLE	NOTE 4 – NOTES PAYABLE Notes payable to unrelated parties is summarized below: As of As of (Unaudited) Principal amount $ 6,042 $ 6,042 Less: current portion (6,042 ) (4,045 ) Notes payable - long term portion $ - $ 1,997 Minimum principal payments under notes payable to unrelated parties at June 30, 2021 are as follows: Year ended December 31, 2021 $ 4,345 Year ended December 31, 2022 1,697 Total principal payments $ 6,042 Paycheck Protection Program Funding On May 4, 2020, the Company received federal funding in the amount of $6,042 through the Paycheck Protection Program (the “PPP”). PPP funds have certain restrictions on use of the funding proceeds, and generally must be repaid within two (2) years or May 2022 at 1% interest. The PPP loan may, under circumstances, be forgiven. There shall be no payment due by the Company during the six months period beginning on the date of the note (“Deferral Period”). Commencing one month after the expiration of the Deferral Period, the Company shall pay the lender monthly payments of principal and interest, each in equal amount required to fully repay by the maturity date. If a payment on this note is more than ten days late, the lender shall charge a late fee of up to 5% of the unpaid portion of the regularly scheduled payment. As of December 31, 2020, the principal balance of this note amounted to $6,042 and accrued interest of $40. During the six months ended June 30, 2021, the Company recognized $30 of interest expense. As of June 30, 2021, the principal balance of this note amounted to $6,042 and accrued interest of $70, which is due in full in May 2022 if not forgiven.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 5 – STOCKHOLDERS’ EQUITY Shares Authorized The authorized capital stock consists of 200,000,000 shares, of which 180,000,000 are shares of common stock and 20,000,000 are shares of preferred stock. Preferred stock In August 2016, the Company designated 1 share of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) and has a stated value equal to $1.00 as may be adjusted for any stock dividends, combinations or splits. Each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote divided by (y) forty-nine one hundredths (0.49) minus (z) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote. The Series A Preferred Stock does not convert into securities of the Company. The Series A Preferred Stock does not contain any redemption provision. In the event of liquidation of the Company, the holder of Series A Preferred shall not have any priority or preferences with respect to any distribution of any assets of the Company and shall be entitled to receive equally with the holders of the Company’s common stock. Common stock Sale of Common Stock During the six months ended June 30, 2021, the Company sold an aggregate of 404,974 shares of its common stock at $4.00 per common share for gross proceeds of $1,619,896 and net proceeds of $1,588,237 after escrow fees related to private placement sale. During the six months ended June 30, 2020, the Company sold 155,301 shares of its common stock at $4.00 per common share for gross proceeds of $621,200 and net proceeds of $606,699 after escrow fees related to private placement sale. In connection with these sales of common stock, the Company issued 52,438 shares of common stock and there were 102,988 shares of commons stock to be issued as of June 30, 2020. Common stock for services In March 2021, the Company issued an aggregate of 105,000 shares of common stock for consulting and professional services rendered. The Company valued these common shares at the fair value of $420,000 or $4.00 per common share based on sales of common stock in the recent private placement. The Company recorded stock-based consulting of $420,000 which is included in professional and consulting expenses in the accompanying unaudited condensed statements of operations for the six months ended June 30, 2021. In February 2021, the Company entered into a one-year Advisory Board Agreement with an individual who will act as an advisor to the Company’s Board. In accordance with this agreement the Company issued 100,000 shares of its common stock as consideration for the services provided. The Company valued these common shares at a fair value of $400,000 or $4.00 per common share based on sales of common stock in the recent private placement. The Company recorded stock-based consulting of $150,000 which was included in professional and consulting expenses in the accompanying unaudited condensed statements of operations for the six months ended June 30, 2021 and the remaining balance of $250,000 as of June 30, 2021 has been deferred and included as a contra-equity account within additional paid in capital and will be amortized into expense over the remaining term of the agreement. On June 11, 2020, the Company entered into a one-year Advisory Board Agreement with an individual who will act as a member to the Company’s Advisory Board. In accordance with this agreement the Company issued 5,000 shares of its common stock as consideration for the services provided. The Company valued these common shares at the fair value of $20,000 or $4.00 per common share based on sales of common stock in the recent private placement. As of June 30, 2021 and December 2020, there were a total of 1,389 and 52,782 shares of common stock to be issued, respectively. Common stock issued upon cashless exercise of warrants In March 2020, the Company issued 111,111 shares of its common stock in connection with the cashless exercise of 125,000 warrants. The exercise price was based on contractual terms of the related debt. Common Stock Warrants A summary of the Company’s outstanding stock warrants is presented below: Number of Weighted Weighted Balance at December 31, 2020 62,500 $ 0.40 1.59 Balance at June 30, 2021 62,500 0.40 1.09 Warrants exercisable at June 30, 2021 62,500 $ 0.40 1.09

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 – COMMITMENTS AND CONTINGENCIES In January 2019, the Company renewed and extended the term of its lease facility for another three-year period from January 2019 to December 2021 starting from a monthly base rent of $2,567 plus a pro rata share of operating expenses beginning January 2019 (see Note 2). The base rent is subject to annual increases beginning the 2 nd rd On February 1, 2021, the Company entered into an Engagement Agreement (the “Agreement”) with a consulting company which will act as an exclusive lead underwriter, financial advisor, placement agent and investment banker of the Company, whereby the consultant will assist the Company to an initial public offering of the Company’s equity, debt or equity derivative instruments (“Offering”). The engagement period shall end on the earlier of i) 12 months from the date of the agreement or ii) the final closing if any of the Offering. The consultant will prepare an Underwriting Agreement (the “Underwriting Agreement”) covering the sale of up to $10 million of equity, equity derivatives, and equity linked instruments of the Company. The Company shall pay compensation of 8% of the total gross proceeds of the Offering and warrants equal to 8% of the aggregate number of shares of common stock sold in the Offering. The warrants will be exercisable during the four- and half--year period commencing 6 months from the effective date of the Offering at a price equal to 110% of the public offering price per share of common stock. In addition, the Company shall pay 10% broker dealer cash fee of the amount of capital raised from private equity placements and 6% broker dealer cash fee of the amount capital raised from debt placements. On August 17, 2021, the Company completed its initial public offering, in which the Company issued 3,325,301 shares of its common stock and Series A warrants (the “Series A Warrants”) to purchase up to 3,325,301 shares of its common stock for gross proceeds of approximately $13,800,000. As such, the Company paid the consulting company 8% of the total gross proceeds of the Offering and warrants equal to 8% of the aggregate number of shares of common stock sold in the Offering (see Note 7). Effective February 12, 2021, the Company entered into a Branding and Marketing Services Agreement with a consultant to provide branding and digital marketing strategy for the Company. The term of the agreement is for a one-year period. Either party may terminate the agreement by giving a 30-day written notice. The Company shall pay a flat fee of $18,500 for the initial marketing services and $7,500 per month for the six-month branding and marketing management services.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7 – SUBSEQUENT EVENTS Reverse Stock Split On July 28, 2021, the Company filed a certificate of change to the Company’s amended and restated certificate of incorporation, with the Secretary of State of the State of Nevada, to effectuate a one-for-two (1:2) reverse stock split of the Company’s common stock. Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the unaudited condensed consolidated financial statements to reflect the Reverse Stock Split. 2021 Omnibus Equity Incentive Plan On July 26, 2021, the Company adopted the 2021 Omnibus Equity Incentive Plan, and authorized the reservation of 2,000,000 shares of common stock for future issuances under the plan. Stock Option Grants On August 13, 2021, the Company granted an aggregate of 285,700 options to purchase the Company’s common stock to an officer, directors and consultants of the Company. The options each have a term of 5 years from the date of grant and are exercisable at an exercise price of $4.15 per share. The options vest six months from date of grant. On August 24, 2021, the Company granted an aggregate of 530,000 options to purchase the Company’s common stock to officers and employees of the Company. The options have a term of 5 years from the date of grant and are exercisable at an exercise price of $6.10 per share. The options vest 25% every six months from date of grant for two years. Initial Public Offering On August 12, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, in connection with the initial public offering (the “Offering”) of 3,325,301 shares of the its common stock and Series A warrants (the “Series A Warrants”) to purchase up to 3,325,301 shares of the its common stock for gross proceeds of approximately $13,800,000, before deducting underwriting discounts, commissions, and other offering expenses, including legal expenses related to the Offering of approximately $1,693,000 which are offset against the proceeds in additional paid in capital resulting in net proceeds to the Company of approximately $12.1 million. The Offering closed on August 17, 2021, and the underwriter subsequently exercised its over-allotment option, which closed on August 23, 2021. The Series A Warrants are exercisable for a period of five years from the date of issuance at an exercise price of $4.98 per share, subject to adjustment as provided therein. The Series A Warrants contain a provision for cashless exercise. In addition, pursuant to the terms of the Offering, the Company agreed to issue warrants to EF Hutton (the “Representative’s Warrants”) to purchase up to an aggregate of 231,325 shares of common stock, or 8% of the shares of common stock sold in the offering. The Representative’s Warrants are exercisable for a period of five years at any time on or after the six-month anniversary of the date of the offering at an exercise price of $4.98 per share, subject to adjustment. The Representative’s Warrants contain a provision for cashless exercise. Exercise of Series A Warrants Between August 27, 2021 and September 14, 2021, the Company received aggregate gross proceeds of $2,664,300 from the exercise of 535,000 Series A Warrants, resulting in an aggregate issuance of 535,000 shares of common stock. Employment Agreement On August 27, 2021, the Company entered into an agreement (the “Employment Agreement”) with Darin Myman effective as of August 15, 2021 pursuant to which Mr. Myman’s (i) base salary will increase to $450,000 per year, and (ii) Mr. Myman shall be entitled to receive an annual bonus in an amount up to $350,000, which annual bonus may be increased by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), in its sole discretion, upon the achievement of additional criteria established by the Compensation Committee from time to time (the “Annual Bonus”). In addition, pursuant to the Employment Agreement, upon termination of Mr. Myman’s employment for death or Total Disability (as defined in the Employment Agreement), in addition to any accrued but unpaid compensation and vacation pay through the date of his termination and any other benefits accrued to him under any Benefit Plans (as defined in the Employment Agreement) outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such termination date (collectively, the “Payments”), Mr. Myman shall be entitled to the following severance benefits: (i) 24 months of his then base salary; (ii) if Mr. Myman elects continuation coverage for group health coverage pursuant to COBRA Rights (as defined in the Employment Agreement), then for a period of 24 months following Mr. Myman’s termination he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective plan year; and (iii) payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which Mr. Myman was a participant as of the date of his termination (together with the Payments, the “Severance”). Furthermore, pursuant to the Employment Agreement, upon Mr. Myman’s termination (i) at his option (A) upon 90 days prior written notice to the Company or (B) for Good Reason (as defined in the Employment Agreement), (ii) termination by the Company without Cause (as defined in the Employment Agreement) or (iii) termination of Mr. Myman’s employment within 40 days of the consummation of a Change in Control Transaction (as defined in the Employment Agreement), Mr. Myman shall receive the Severance; provided, however, Mr. Myman shall be entitled to a pro-rated Annual Bonus of at least $200,000. In addition, any equity grants issued to Mr. Myman shall immediately vest upon termination of Mr. Myman’s employment by him for Good Reason or by the Company at its option upon 90 days prior written notice to Mr. Myman, without Cause.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Organization	Organization DatChat, Inc. (the “Company”) was incorporated in the State of Nevada on December 4, 2014 under the name of YssUp, Inc. On March 4, 2015, the Company’s corporate name was changed to Dat Chat, Inc. In August 2016, the Board of Directors of the Company approved to change the name of the Company from Dat Chat, Inc. to DatChat, Inc. The Company established a fiscal year end of December 31. The Company’s principal business is focused on its mobile messaging application that provides a traditional messaging platform, while providing users with complete privacy and control features for their sent messages. The Company’s mobile messaging application is called DatChat Messenger which is currently a free messaging application. Once the Company achieves critical mass of users, the Company will offer new features and will charge fees and generate revenues from the added features. On July 28, 2021, the Company filed a certificate of change to the Company’s amended and restated certificate of incorporation, with the Secretary of State of the State of Nevada to effectuate a one-for-two (1:2) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock. Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the unaudited condensed consolidated financial statements to reflect the Reverse Stock Split.
Basis of presentation and going concern	Basis of presentation and going concern Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying condensed unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions of Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the year ended December 31, 2020 of the Company which were included in the Company’s current report on Form 1-K as filed with the Securities and Exchange Commission field on April 27, 2021. As reflected in the accompanying unaudited condensed financial statements, the Company has incurred a net loss of $1,642,550 and used cash in operations of $1,169,894, for the six months ended June 30, 2021. Additionally, the Company has an accumulated deficit of $18,404,062 at June 30, 2021 and has not generated revenues since inception. As of June 30, 2021, the Company had working capital of $1,083,057. Subsequent to June 30, 2021, the Company has received gross proceeds of approximately $13.8 million from the sale of its securities in connection with an initial public offering and gross proceeds of approximately $2.7 million from the exercise of the Company’s Series A warrants (see Note 7). These events served to mitigate the conditions that historically raised substantial doubt about the Company’s ability to continue as a going concern. The Company believes the proceeds raised subsequent to June 30, 2021 will provide sufficient cash flows to meet its obligations for a minimum of twelve months from the date of this filing.
Use of estimates	Use of estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include the valuation of deferred tax assets, and the value of stock-based compensation expenses.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassified amounts have no impact on the Company’s previously reported financial position or results of operations and relates to the presentation of marketing and advertising expenses separately on the condensed statements of operation previously included in general and administrative expenses.
Cash and cash equivalents	Cash and cash equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no highly liquid debt instruments and other short-term investments as of June 30, 2021 and December 31, 2020. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s account at this institution is insured by the FDIC up to $250,000. At June 30, 2021 and December 31, 2020, the Company had cash in excess of FDIC limits of approximately $852,000 and $440,000, respectively. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.
Fair value measurements and fair value of financial instruments	Fair value measurements and fair value of financial instruments The carrying value of certain financial instruments, including cash, accounts payable and accrued expenses, notes payable, notes payable – related parties and due to related party are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
Revenue recognition	Revenue recognition The Company will recognize revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company will further analyze its revenue recognition policy when it enters into revenue producing customer contracts.
Advertising Costs	Advertising Costs The Company applies ASC 720 “Other Expenses” to account for advertising related costs. Pursuant to ASC 720-35-25-1, the Company expenses the advertising costs as they are incurred. Advertising costs were $103,479 and $23,980 for the three months ended June 30, 2021 and 2020, respectively, and $152,429 and $82,825 for the six months ended June 30, 2021 and 2020, respectively, and are included in marketing and advertising expenses on the statements of operations.
Leases	Leases The Company follows ASC Topic 842, Leases (Topic 842) and applying the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 2). In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. Operating lease right of use assets (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations.
Income taxes	Income taxes The Company accounts for income taxes pursuant to the provision of Accounting Standards Codification (“ASC”) 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.
Stock-based compensation	Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation
Basic and diluted net loss per share	Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss. June 30, 2021 2020 Common stock equivalents: Common stock warrants 62,500 1,187,500 Convertible notes payable - 750,000 Total 62,500 1,937,500
Recent accounting pronouncements	Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its financial statements.

Organization and Summary of S_2

Organization and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Schedule of computation of diluted shares outstanding	June 30, 2021 2020 Common stock equivalents: Common stock warrants 62,500 1,187,500 Convertible notes payable - 750,000 Total 62,500 1,937,500

Operating Lease Right-of-Use _2

Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Tables)	6 Months Ended
	Jun. 30, 2021
Operating Lease Liability Abstract
Schedule of right-of- use assets	June 30, December 31, Office lease (36 months) $ 72,609 $ 72,609 Less accumulated amortization (57,654 ) (43,977 ) Right-of-use asset, net $ 14,955 $ 28,632
Schedule of operating lease liabilities	June 30, December 31, Office lease $ 72,609 $ 72,609 Reduction of lease liability (57,654 ) (43,977 ) Total lease liability 14,955 28,632 Less: current portion 14,955 28,632 Long term portion of lease liability $ - $ -
Schedule of minimum lease payments under non-cancelable operating lease	Year ended December 31, 2021 16,100 Total $ 16,100 Less: present value discount (1,145 ) Total operating lease liability $ 14,955

Notes Payable (Tables)

Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2021
Notes Payable [Abstract]
Schedule of notes payable to unrelated parties	As of As of (Unaudited) Principal amount $ 6,042 $ 6,042 Less: current portion (6,042 ) (4,045 ) Notes payable - long term portion $ - $ 1,997
Schedule of minimum principal payments under notes payable to unrelated parties	Year ended December 31, 2021 $ 4,345 Year ended December 31, 2022 1,697 Total principal payments $ 6,042

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Schedule of Company’s outstanding stock warrants	Number of Weighted Weighted Balance at December 31, 2020 62,500 $ 0.40 1.59 Balance at June 30, 2021 62,500 0.40 1.09 Warrants exercisable at June 30, 2021 62,500 $ 0.40 1.09

Organization and Summary of S_3

Organization and Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 28, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Organization and Summary of Significant Accounting Policies (Details) [Line Items]
Net loss				$ 1,642,550
Cash in operations		$ 1,169,894		1,169,894
Accumulated deficit		18,404,062		18,404,062
Working capital deficit		1,083,057		1,083,057
Sale of securities				13,800,000
Gross proceeds				2,700,000
Advertising expense		103,479	$ 23,980	$ 152,429	$ 82,825
Lease term				12 months
Subsequent Event [Member]
Organization and Summary of Significant Accounting Policies (Details) [Line Items]
Reverse stock split, description	the Company’s amended and restated certificate of incorporation, with the Secretary of State of the State of Nevada to effectuate a one-for-two (1:2) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock.
Federal Deposit Insurance Corporation [Member]
Organization and Summary of Significant Accounting Policies (Details) [Line Items]
Insured amount		$ 250,000		$ 250,000
Cash in excess				$ 852,000		$ 440,000

Organization and Summary of S_4

Organization and Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted shares outstanding - shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Schedule of computation of diluted shares outstanding [Abstract]
Common stock warrants	62,500	1,187,500
Convertible notes payable		750,000
Total	62,500	1,937,500

Operating Lease Right-of-Use _3

Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Details)	1 Months Ended
	Jan. 31, 2019USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Monthly operating expenses	$ 2,567

Operating Lease Right-of-Use _4

Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Details) - Schedule of right-of- use assets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Schedule of right-of- use assets [Abstract]
Office lease (36 months)	$ 72,609	$ 72,609
Less accumulated amortization	(57,654)	(43,977)
Right-of-use asset, net	$ 14,955	$ 28,632

Operating Lease Right-of-Use _5

Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Details) - Schedule of operating lease liabilities - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Schedule of operating lease liabilities [Abstract]
Office lease	$ 72,609	$ 72,609
Reduction of lease liability	(57,654)	(43,977)
Total lease liability	14,955	28,632
Less: current portion	14,955	28,632
Long term portion of lease liability

Operating Lease Right-of-Use _6

Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Details) - Schedule of minimum lease payments under non-cancelable operating lease	Jun. 30, 2021USD ($)
Schedule of minimum lease payments under non-cancelable operating lease [Abstract]
Year ended December 31, 2021	$ 16,100
Total	16,100
Less: present value discount	(1,145)
Total operating lease liability	$ 14,955

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended			6 Months Ended		12 Months Ended
	Oct. 25, 2017	Feb. 25, 2016	May 29, 2015	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Payable related party				$ 1,274		$ 194
Working capital				132,221	$ 98,805
Principal amount			$ 30,000
Interest rate loan			10.00%
Description of principal amount	the Company agreed to pay an additional $5,000 as penalty fee for the extension of maturity date to June 30, 2018. Between October 2018 and November 2018, the Company paid a total principal amount of $10,000. Between March 2019 and December 2019, the Company paid a total principal amount of $13,500. During the year ended December 31, 2020, the Company paid a total principal amount of $9,000. The Company fully paid the principal amount of $7,500 in February 2021.	the Company entered into an extension agreement with the lender to extend the maturity date of the note to December 31, 2016. In accordance with the extension agreement, the Company and the lender agree to increase the amount of the principal amount of the note by $5,000 as penalty for the Company’s failure to repay the note on July 29, 2015. In connection with the increase in principal amount of $5,000, the Company recorded non-cash interest expense of $5,000 on February 25, 2016.
Principal balance				0		7,500
Accrued interest				16,364		$ 16,282
Debt due maturity period			Jul. 29, 2015
Mr. Myman [Member]
Related Party Transactions (Details) [Line Items]
Working capital				$ 133,301	$ 99,167

Notes Payable (Details)

Notes Payable (Details) - USD ($)	May 04, 2020	May 31, 2022	Jun. 30, 2021	Dec. 31, 2020
Notes Payable (Details) [Line Items]
Unpaid portion			5.00%
Principal amount			$ 6,042	$ 6,042
Accrued interest			70	$ 40
Interest expense			$ 30
Paycheck Protection Program [Member]
Notes Payable (Details) [Line Items]
Received federal funding	$ 6,042
Forecast [Member]
Notes Payable (Details) [Line Items]
Interest Percentage		1.00%

Notes Payable (Details) - Sched

Notes Payable (Details) - Schedule of notes payable to unrelated parties - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Schedule of notes payable to unrelated parties [Abstract]
Principal amount	$ 6,042	$ 6,042
Less: current portion	(6,042)	(4,045)
Notes payable - long term portion		$ 1,997

Notes Payable (Details) - Sch_2

Notes Payable (Details) - Schedule of minimum principal payments under notes payable to unrelated parties	Jun. 30, 2021USD ($)
Schedule of minimum principal payments under notes payable to unrelated parties [Abstract]
Year ended December 31, 2021	$ 4,345
Year ended December 31, 2022	1,697
Total principal payments	$ 6,042

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	Jun. 11, 2020	Mar. 31, 2021	Feb. 28, 2021	Mar. 31, 2020	Aug. 31, 2016	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Authorized capital stock						200,000,000
Common stock, shares authorized						180,000,000		180,000,000
Preferred stock, shares authorized						20,000,000		20,000,000
Stock split, description					the Company designated 1 share of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) and has a stated value equal to $1.00 as may be adjusted for any stock dividends, combinations or splits. Each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote divided by (y) forty-nine one hundredths (0.49) minus (z) the total issued and outstanding Common Stock eligible to vote at the time of the respective vote
Company sold aggregate shares						404,974
Gross proceeds (in Dollars)						$ 1,619,896
Net proceeds (in Dollars)						1,588,237
Sales of common stock issued							52,438
Additional sale of common stock							102,988
Issued shares		105,000
Common share fair value	20,000	420,000	400,000
Per share based on sales (in Dollars per share)	$ 4	$ 4	$ 4
Stock based consulting (in Dollars)						150,000
Agreement issued shares			100,000
Remaining balance (in Dollars)						$ 250,000
Total share issued						1,389		52,782
Common stock issued for exercise of warrants				111,111
Cashless exercise of warrants				125,000
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Company sold aggregate shares							155,301
Common stock per share (in Dollars per share)						$ 4	$ 4
Gross proceeds (in Dollars)							$ 621,200
Net proceeds (in Dollars)							$ 606,699
Issued shares	5,000
Stock based consulting (in Dollars)						$ 420,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Schedule of Company’s outstanding stock warrants	6 Months Ended
	Jun. 30, 2021$ / sharesshares
Schedule of Company’s outstanding stock warrants [Abstract]
Number of Warrants,Beginning Balance | shares	62,500
Weighted Average Exercise Price,Beginning Balance | $ / shares	$ 0.40
Weighted Average Remaining Contractual Life (Years),Beginning Balance	1 year 7 months 2 days
Number of Warrants, Ending balance | shares	62,500
Weighted Average Exercise Price, Ending balance | $ / shares	$ 0.40
Weighted average remaining contractual life (years), Ending balance	1 year 1 month 2 days
Number of Warrants, Warrants exercisable | shares	62,500
Weighted Average Exercise Price, Warrants exercisable | $ / shares	$ 0.40
Weighted Average Remaining Contractual Life (Years), Warrants exercisable	1 year 1 month 2 days

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended		6 Months Ended
	Aug. 17, 2021	Jan. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Aug. 12, 2021
Commitments and Contingencies (Details) [Line Items]
Base rent		$ 2,567	$ 31,580	$ 17,807
Underwriting agreement amount			$ 10,000,000
Compensation of total gross proceeds			8.00%
Shares of common stock sold in the offering			8.00%
Percentage of public offering			110.00%
Broker cash fee percentage			10.00%
Broker cash fee percentage of debt placements			6.00%
Flat fee			$ 18,500
Marketing Expense			$ 7,500
Subsequent Event [Member]
Commitments and Contingencies (Details) [Line Items]
Shares of common stock					231,325
Purchase of shares	3,325,301
Gross proceeds	$ 13,800,000
Percentage of gross proceeds.	8.00%
Percentage of warrants	8.00%
Series A warrants [Member] | Common Stock [Member] | Subsequent Event [Member]
Commitments and Contingencies (Details) [Line Items]
Shares of common stock	3,325,301

Subsequent Events (Details)

Subsequent Events (Details) - $ / shares	Aug. 13, 2021	Aug. 12, 2021	Aug. 27, 2021	Aug. 24, 2021	Jun. 30, 2021	Jul. 26, 2021
Subsequent Events (Details) [Line Items]
Exercise price (in Dollars per share)					$ 0.40
Exercise of series a warrants , description					the Company received aggregate gross proceeds of $2,664,300 from the exercise of 535,000 Series A Warrants, resulting in an aggregate issuance of 535,000 shares of common stock.
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Aggregate of options (in Shares)	285,700			530,000
Date of grant	5 years			5 years
Exercise price (in Dollars per share)	$ 4.15			$ 6.10
Options vest period	6 months			6 months
Options vest				25.00%
Date of grant				2 years
Initial public offering , description		the Company entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, in connection with the initial public offering (the “Offering”) of 3,325,301 shares of the its common stock and Series A warrants (the “Series A Warrants”) to purchase up to 3,325,301 shares of the its common stock for gross proceeds of approximately $13,800,000, before deducting underwriting discounts, commissions, and other offering expenses, including legal expenses related to the Offering of approximately $1,693,000 which are offset against the proceeds in additional paid in capital resulting in net proceeds to the Company of approximately $12.1 million. The Offering closed on August 17, 2021, and the underwriter subsequently exercised its over-allotment option, which closed on August 23, 2021.
Exercisable period		5 years
Exercise price (in Dollars per share)		$ 4.98
Common stock shares (in Shares)		231,325
Common stock sold offer		8.00%
Employment agreement , description			the Company entered into an agreement (the “Employment Agreement”) with Darin Myman effective as of August 15, 2021 pursuant to which Mr. Myman’s (i) base salary will increase to $450,000 per year, and (ii) Mr. Myman shall be entitled to receive an annual bonus in an amount up to $350,000, which annual bonus may be increased by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), in its sole discretion, upon the achievement of additional criteria established by the Compensation Committee from time to time (the “Annual Bonus”). In addition, pursuant to the Employment Agreement, upon termination of Mr. Myman’s employment for death or Total Disability (as defined in the Employment Agreement), in addition to any accrued but unpaid compensation and vacation pay through the date of his termination and any other benefits accrued to him under any Benefit Plans (as defined in the Employment Agreement) outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such termination date (collectively, the “Payments”), Mr. Myman shall be entitled to the following severance benefits: (i) 24 months of his then base salary; (ii) if Mr. Myman elects continuation coverage for group health coverage pursuant to COBRA Rights (as defined in the Employment Agreement), then for a period of 24 months following Mr. Myman’s termination he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective plan year; and (iii) payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which Mr. Myman was a participant as of the date of his termination (together with the Payments, the “Severance”). Furthermore, pursuant to the Employment Agreement, upon Mr. Myman’s termination (i) at his option (A) upon 90 days prior written notice to the Company or (B) for Good Reason (as defined in the Employment Agreement), (ii) termination by the Company without Cause (as defined in the Employment Agreement) or (iii) termination of Mr. Myman’s employment within 40 days of the consummation of a Change in Control Transaction (as defined in the Employment Agreement), Mr. Myman shall receive the Severance; provided, however, Mr. Myman shall be entitled to a pro-rated Annual Bonus of at least $200,000. In addition, any equity grants issued to Mr. Myman shall immediately vest upon termination of Mr. Myman’s employment by him for Good Reason or by the Company at its option upon 90 days prior written notice to Mr. Myman, without Cause.
2021 Omnibus Equity Incentive Plan [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Common stock issued for future issuance (in Shares)						2,000,000
Series A Warrants [Member]
Subsequent Events (Details) [Line Items]
Exercisable period		5 years
Exercise price (in Dollars per share)		$ 4.98